Common use of Securitization Transactions Clause in Contracts

Securitization Transactions. Prepayment will be made on the Obligations in an amount equal to one hundred percent (100.0%) of the Net Cash Proceeds from any Securitization Transaction on the Business Day following receipt thereof. Notwithstanding any other provision of this Section 2.11, with respect to any amount of Net Cash Proceeds subject to Section 2.11(c)(ii), (iii) or (iv) attributable to a Foreign Subsidiary, in the event the Borrower determines in good faith in consultation with the Administrative Agent that the upstreaming of cash equal to such amount by such Foreign Subsidiary (i) would violate any local law (e.g., financial assistance, thin capitalization, corporate benefit, or the fiduciary and statutory duties of the directors of such Foreign Subsidiary) or any term of any Organizational Document applicable to such Foreign Subsidiary required by Applicable Law, or (ii) would cause any material adverse tax consequence to the Borrower and its Subsidiaries, then such amount shall be excluded from such Net Cash Proceeds; provided, that for one (1) year from the date on which the obligation to make the applicable prepayment arose, the Borrower and such Foreign Subsidiary shall use all commercially reasonable efforts to overcome or eliminate any such restrictions or minimize any such costs of prepayment and, if successful, shall promptly make the applicable prepayment, unless the Borrower shall have determined in good faith in consultation with the Administrative Agent that such actions would require the expenditure of a material amount of funds.

Securitization Transactions. Prepayment will be made on the Obligations in an amount equal to one hundred percent (100.0%) of the Net Cash Proceeds received by any Company Entity from any Securitization Transaction on the Business Day following receipt thereof. Notwithstanding any other provision of this Section 2.11, with respect to any amount of Net Cash Proceeds subject to Section 2.11(c)(ii), any of the foregoing clauses (iiic)(ii) or through (ivc)(iv) attributable to a Foreign Subsidiary, in the event that the Borrower determines determines, in good faith in consultation with the Administrative Agent Agent, that the upstreaming of cash equal to such amount by such Foreign Subsidiary would (i) would violate any local law (e.g., financial assistance, thin capitalization, corporate benefit, or the fiduciary and statutory duties of the directors of such Foreign Subsidiary) or any term of any Organizational Document applicable to such Foreign Subsidiary required by Applicable Law, or (ii) would cause any material adverse tax consequence to the Borrower and its SubsidiariesCompany Entities, then such amount shall be excluded from such Net Cash Proceeds; provided, that that, for one (1) year from the date on which the obligation to make the applicable prepayment arose, the Borrower and such Foreign Subsidiary shall use all commercially reasonable efforts to overcome or eliminate any such restrictions or minimize any such costs of prepayment and, if successful, shall promptly make the applicable prepayment, unless the Borrower shall have determined determined, in good faith in consultation with the Administrative Agent Agent, that such actions would require the expenditure of a material amount of funds.

Securitization Transactions. Prepayment will be made on the Obligations in an amount equal to one hundred percent (100.0%) of the Net Cash Proceeds from any Securitization Transaction on the Business Day following receipt thereof. Notwithstanding any other provision of this Section 2.11, with respect to any amount of Net Cash Proceeds subject to Section 2.11(c)(iithe foregoing clauses (c)(ii), (iiic)(iii) or (ivc)(iv) attributable to a Foreign Subsidiary, in the event the Borrower determines in good faith in consultation with the Administrative Agent that the upstreaming of cash equal to such amount by such Foreign Subsidiary (i) would violate any local law (e.g., financial assistance, thin capitalization, corporate benefit, or the fiduciary and statutory duties of the directors of such Foreign Subsidiary) or any term of any Organizational Document applicable to such Foreign Subsidiary required by Applicable Law, or (ii) would cause any material adverse tax consequence to the Borrower and its Subsidiaries, then such amount shall be excluded from such Net Cash Proceeds; provided, that that, for one (1) year from the date on which the obligation to make the applicable prepayment arose, the Borrower and such Foreign Subsidiary shall use all commercially reasonable efforts to overcome or eliminate any such restrictions or minimize any such costs of prepayment and, if successful, shall promptly make the applicable prepayment, unless the Borrower shall have determined in good faith in consultation with the Administrative Agent that such actions would require the expenditure of a material amount of funds.