Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 5 contracts

Sources: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement, Receivables Financing Agreement

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Datedate hereof, the Receivables Financing Second Amended and Restated Transfer and Administration Agreement, dated as of May 10September 28, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Agreement”), among the Borrower, as “U.S. Borrower”SPV, the Servicer, as “U.S. Servicer”the Managing Agents, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Investors, the “Group Agents” and “Lenders” Administrators from time to time party thereto and the AdministratorAgent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Original Existing Agreement shall, subject to this paragraph, be superseded amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower SPV and the Servicer shall continue to be liable to each of the parties to the Original Existing Agreement or any other Indemnified Party or Affected Person Servicer Indemnified Party (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAmounts. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 5 contracts

Sources: Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Second Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10January 13, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC, Regions and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Prior Agreement. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 4 contracts

Sources: Receivables Purchase Agreement (Core Natural Resources, Inc.), Receivables Purchase Agreement (Arch Resources, Inc.), Receivables Purchase Agreement (Arch Coal Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) is party to that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of certain Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10March 7, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Credit Agreement”), made by and among the Borrower, as “U.S. Borrower”Chinos Acquisition Corporation (which merged with and into the Borrower on March 7, the Servicer2011), Holdings, Bank of America, N.A., as “U.S. Servicer”administrative agent and collateral agent, Cincinnati Bell Funding Canada Ltd.and the lenders, as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” other agents and “Lenders” issuers from time to time party thereto and thereto. The Borrower has requested that the Administrator. Upon Lenders extend credit to the effectiveness Borrower in the form of this Agreement, Loans on the terms and provisions Closing Date in an initial aggregate principal amount of the Original Agreement shall, subject to this paragraph, be superseded hereby $1,567,000,000 in their entirety. Notwithstanding the connection with an amendment and restatement of the Original Existing Credit Agreement. The parties hereto intend that (a) the Obligations (as defined in the Existing Credit Agreement) which remain unpaid and outstanding as of the date hereof after giving effect to the Transaction shall continue to exist under this Agreement by on the terms set forth herein and (b) the Collateral (as defined in the Existing Credit Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined herein) of the Loan Parties under this Agreement, Agreement and the other Loan Documents. The proceeds of the Loans will be used (i) to refinance, in full, the Borrower term loans outstanding under the Existing Credit Agreement, together with any applicable interest or fees in connection therewith, (ii) to deposit funds with the trustee sufficient to redeem or repay in full the Senior Notes, and the Servicer shall continue to be liable to each of the parties pay any premium and accrued interest to the Original Agreement or any other Indemnified Party or Affected Person date of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its terms (as such terms are defined the transactions described in the Original Agreementclauses (i) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (ii), collectively, the “Original Agreement Outstanding AmountsRefinancing”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior (iii) to the effective date extent of this Agreement any excess proceeds following the Refinancing, to pay fees and (ii) expenses associated with the security interest created by Refinancing. The applicable Lenders have indicated their willingness to lend on the Borrower under the Original Agreement shall remain in full force terms and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference subject to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained conditions set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety as follows:

Appears in 3 contracts

Sources: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc), Credit Agreement (J Crew Group Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fifth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10March 25, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “the U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or U.S. Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 3 contracts

Sources: Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Each Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower Borrowers and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10June 6, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the U.S. Borrower, as “U.S. BorrowerSeller”, the U.S. Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Purchaser Agents” and “LendersPurchasers” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the U.S. Borrower and the U.S. Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full; provided that any Pool Assets sold to the “Purchasers” pursuant to the Original Agreement shall be deemed to be assets of the Borrowers subject to the security interest granted hereunder in favor of the Administrator. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 3 contracts

Sources: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the Borrower terms and (b) conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10March 23, 2018 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Purchaser Agents, the “Group Agents” and “Lenders” Purchasers from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Cincinnati Bell Inc), Receivables Purchase Agreement (Cincinnati Bell Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on On the terms and subject to the conditions set forth herein, (i) each Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicers desire to service such receivables. This Agreement amends and restates in its entirety, as of the Closing Date, the that certain Fourth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10September 26, 2018 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Agreement”), among the BorrowerSellers, as “U.S. Borrower”Manitowoc, Garland, Convotherm, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Purchaser and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyAgent. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower Sellers, Manitowoc, Garland and the Servicer Convotherm shall continue to be liable to each of the parties to Purchaser, the Original Agreement Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof Closing Date (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Manitowoc Co Inc), Receivables Purchase Agreement (Manitowoc Co Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to timebased upon, in each casepart, on the terms and subject to the conditions set forth hereinreinvestment payments that are made by such Purchasers. This Agreement amends and restates in its entirety, as of the Closing Date, the Third Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10April 30, 2018 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Purchaser Agents, the “Group Agents” and “Lenders” Purchasers from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 2 contracts

Sources: Receivables Purchase Agreement, Receivables Purchase Agreement (Fleetcor Technologies Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10September 30, 2018 2005 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” and “Lenders” from time to time party thereto Issuer and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of PNC, the parties to the Original Agreement Issuer or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10February 24, 2018 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC, Regions and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Prior Agreement. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Arch Coal Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to timebased upon, in each casepart, on reinvestment payments that are made by the terms and subject to the conditions set forth hereinPurchasers. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10February 20, 2018 2002 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Original Agreement"), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” and “Lenders” from time to time party thereto Issuer and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of PNC, the parties to the Original Agreement Issuer or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the "Original Agreement Outstanding Amounts") and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Datedate hereof, the Receivables Financing Amended and Restated Transfer and Administration Agreement, dated as of May 10September 30, 2018 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Agreement”), among the Borrower, as “U.S. Borrower”SPV, the Servicer, as “U.S. Servicer”the Managing Agents, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Investors, the “Group Agents” and “Lenders” Administrators from time to time party thereto and the AdministratorAgent (as successor by assignment to PNC Bank, National Association pursuant to the PNC Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Original Existing Agreement shall, subject to this paragraph, be superseded amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower SPV and the Servicer shall continue to be liable to each of the parties to the Original Existing Agreement or any other Indemnified Party or Affected Person Servicer Indemnified Party (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAmounts. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Transfer and Administration Agreement (Greif Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 9, 2018 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Purchaser Agents, the “Group Agents” and “Lenders” Purchasers from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Existing Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Existing Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Existing Agreement. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Alpha Natural Resources, Inc.)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of entirety the Closing Date, the Second Amended and Restated Receivables Financing Agreement, Purchase Agreement dated as of May 10September 2, 2018 2003 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time purchaser groups party thereto and the AdministratorWachovia Capital Markets, LLC, as administrator thereunder. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement Purchasers, Wachovia Capital Markets, LLC or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid to the date hereof under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Original Agreement. The Seller has and, from time to time from and after the date hereof, desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Wesco International Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the Borrower terms and (b) conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Date, the that certain Receivables Financing Purchase Agreement, dated as of May 10August 30, 2018 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” Purchasers and “Lenders” Purchaser Agents from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions This Agreement does not constitute a novation or replacement of the Original Agreement, but hereby ratifies and reaffirms the Original Agreement shall, subject to as amended and restated by this paragraph, be superseded hereby in their entiretyAgreement. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or and Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, PNC, as LC Bank, and PNC and each other LC Participant noted on the signature pages hereto shall become a party to this Agreement and each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Cooper Tire & Rubber Co)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of entirety the Closing Date, the Amended and Restated Receivables Financing Agreement, Purchase Agreement dated as of May 10September 28, 2018 1999 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “"Original Agreement"), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time purchaser groups party thereto and the AdministratorPNC Bank, National Association as administrator thereunder. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement Purchasers, PNC Bank, National Association or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid to the date hereof under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Original Agreement. The Seller has and, from time to time from and after the date hereof, desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Wesco International Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on On the terms and subject to the conditions set forth herein, (i) each Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicers desire to service such receivables. This Agreement amends and restates in its entirety, as of the Closing Date, the that certain Third Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10September 27, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Agreement”), among the BorrowerU.S. Seller, as “U.S. Borrower”Manitowoc, the Servicer, Purchaser (as “U.S. Servicer”, Cincinnati Bell assignee of Hannover Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Company LLC) and the Administrator. Upon the effectiveness Agent (as assignee of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyNorddeutsche Landesbank Girozentrale). Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower U.S. Seller and the Servicer Manitowoc shall continue to be liable to each of the parties to Purchaser, the Original Agreement Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof Closing Date (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Manitowoc Co Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Agreement Effective Date in its entirety that certain Receivables Financing Agreement, Purchase Agreement dated as of May 1022, 2018 2000 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd.Market Street and PNC, as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Sellers and the Servicer shall continue to be liable to each of Market Street, the parties to the Original Agreement Administrator or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued to the date hereof and unpaid owing by them under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements thereunder to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullEffective Date. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained hereinThe Seller desires to sell, unless expressly herein stated transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to the contraryacquire such undivided variable percentage interest, is intended as such percentage interest shall be adjusted from time to amendtime based upon, modify or otherwise affect any other instrumentin part, document or agreement executed and/or delivered in connection with the Original Agreementreinvestment payments that are made by such Purchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Bearingpoint Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit EXHIBIT I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, entirety the Receivables Financing Agreement, Purchase Agreement dated as of May 10June 30, 2018 1999 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”"ORIGINAL AGREEMENT"), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Market Street Capital Corp. ("MSCC") and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of MSCC, the parties to the Original Agreement Administrator or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid to the date hereof under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Original Agreement. The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Wesco International Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the Borrower terms and (b) conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10August 7, 2018 2001 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” financial institutions party thereto from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to PNC, each of the parties financial institutions party to the Original Agreement from time to time or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof hereof, as notified by each Purchaser Agent to the Seller and the Servicer (collectively, the “Original Agreement Outstanding Amounts”) ), and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, PNC as LC Bank shall become a party to this Agreement and each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (American Greetings Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, restated, supplemented or otherwise modified and in effect from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, entirety the Receivables Financing Agreement, Purchase Agreement dated as of May 10September 30, 2018 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “"Original Agreement"), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”Liberty Street Funding Corp., Cincinnati Bell a Delaware corporation ("Liberty Street"), Corporate Asset Funding Canada Ltd.Company, as “Canadian Borrower”Inc., OnX Enterprise Solutions, Ltd., as “Canadian Servicer”a Delaware corporation ("CAFCO"), the “Group Agents” Agent and “Lenders” from time to time party thereto and the AdministratorCo-Agent. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of Liberty Street, CAFCO, the parties to the Original Agreement Agent, Co-Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid to the date hereof under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Original Agreement. The Seller desires to sell, transfer and assign to the Purchasers undivided variable percentage ownership interests in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage ownership interests on the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Warnaco Group Inc /De/)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Second Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 15, 2018 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”the Sub-Servicers, Cincinnati Bell Market Street Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto LLC and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement PNC, Market Street Funding LLC or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits Exhibits, Schedules and Annexes hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10January 31, 2018 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, parties hereto (other than the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the AdministratorStructuring Agent). Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement (including the provisions set forth in Section 2 of that certain Second Amendment to the Prior Agreement, dated as of May 10, 2019) shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and Agreement, (ii) the undivided percentage ownership interests and security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in fullfull and (iii) Letters of Credit (as defined in the Prior Agreement) issued and outstanding pursuant to the Prior Agreement shall constitute Letters of Credit issued and outstanding hereunder. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Prior Agreement. The Seller (i) desires to sell, transfer and assign an undivided variable percentage ownership interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage ownership interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Cloud Peak Energy Inc.)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fifth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10March 25, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “the U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original 725863464 05109795 Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or U.S. Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Datedate hereof, the Receivables Financing Transfer and Administration Agreement, dated as of May 10December 8, 2018 2008 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Agreement”), among the Borrower, as “U.S. Borrower”SPV, the Servicer, as “U.S. Servicer”the Managing Agents, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Investors, the “Group Agents” and “Lenders” Administrators from time to time party thereto and the AdministratorAgent (as successor by assignment to Bank of America, N.A. pursuant to the Bank of America Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Original Existing Agreement shall, subject to this paragraph, be superseded amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower SPV and the Servicer shall continue to be liable to each of the parties to the Original Existing Agreement or any other Indemnified Party or Affected Person Servicer Indemnified Party (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAmounts. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Transfer and Administration Agreement (Greif Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fourth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 101, 2018 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date 719921903 05109795 of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Third Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10January 25, 2018 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. Gotham, BTMUNY and Fifth Third Bank desire to become parties to the Agreement as Purchasers and/or Purchaser Agents (as the case may be and as set forth herein), in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchaser desires to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the that certain Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 21, 2018 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyparties hereto. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to Purchaser, the Original Agreement Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Manitowoc Co Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Restatement Date, the Receivables Financing Purchase and Sale Agreement, dated as of May 10March 31, 2018 2011 (the “Initial Closing Date”) (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among the Borrower, as “U.S. Borrower”Contributing Originator, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” other Originators from time to time party thereto parties thereto, and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyCompany. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (ia) the Borrower and the Servicer Originators shall continue to be liable to each of the parties to the Original Agreement or any other Purchase and Sale Indemnified Party or and Affected Person (as such terms are defined in Persons for the Original Agreement) for fees and expenses payable by such Originator, which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) ), and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement, and the Prior Agreement Outstanding Amounts shall be reflected on the Purchase Reports created on the Restatement Date, (b) all sales of Receivables and Related Rights under the Prior Agreement by the Originators to the Company are hereby ratified and confirmed and shall survive the Prior Agreement and (iic) the security interest created interests granted by the Borrower Originators under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Upon the effectiveness of this Agreement, each reference to the Prior Agreement in any other Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Prior Agreement. In consideration For the avoidance of doubt, all amounts outstanding or owing by the mutual agreements, provisions and covenants contained Company under any Intercompany Loan remains outstanding or owing by the Company. Unless otherwise indicated herein, capitalized terms used and not otherwise defined in this Agreement are defined in Exhibit I to the sufficiency Third Amended and Restated Receivables Purchase Agreement, dated as of which is hereby acknowledgedMarch 1, 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the parties hereto agree “Receivables Purchase Agreement”), among the Company, as follows:Seller, the Contributing Originator, as initial Servicer (in such capacity, the “Servicer”), the various Purchasers and Purchaser Agents, from time to time party thereto, PNC Bank, National Association, as Administrator and as LC Bank, and PNC Capital Markets LLC, as Structuring Agent.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Owens Corning)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10August 7, 2018 2008 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, parties hereto (other than the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” LC Bank and “Lenders” from time to time party thereto and the AdministratorLC Participants). Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Prior Agreement. For the avoidance of doubt, all Capital, Discount, Fees and all other amounts outstanding or owing by the Seller under the Prior Agreement remain outstanding or owing by the Seller hereunder. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto hereto, intending to be legally bound, agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Triumph Group Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fourth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 101, 2018 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:: 771962042

Appears in 1 contract

Sources: Receivables Financing Agreement (Cincinnati Bell Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on On the terms and subject to the conditions set forth herein, (i) each Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicers desire to service such receivables. This Agreement amends and restates in its entirety, as of the Closing Date, the that certain Second Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10June 30, 2018 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Agreement”), among the BorrowerU.S. Seller, as “U.S. Borrower”Manitowoc, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Purchaser and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyAgent. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower U.S. Seller and the Servicer Manitowoc shall continue to be liable to each of the parties to Purchaser, the Original Agreement Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof Closing Date (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Manitowoc Co Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10February 3, 2018 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as Market Street Funding LLC (U.S. ServicerMarket Street, Cincinnati Bell Funding Canada Ltd.) and PNC, as “Canadian Borrower”LC Participant, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” Administrator and “Lenders” from time to time party thereto and the AdministratorLC Bank. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC, Market Street and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Arch Coal Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fifth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10March 25, 2018 2016 (as 745381243 05109795751949792 05109795 amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “the U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or U.S. Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Second Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10January 13, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC, Regions and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Prior Agreement. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:: 729565239 15494375

Appears in 1 contract

Sources: Receivables Purchase Agreement (Arch Coal Inc)