Transfer of Ineligible Receivables Sample Clauses
The "Transfer of Ineligible Receivables" clause defines the rules and restrictions regarding the assignment or sale of receivables that do not meet certain eligibility criteria set out in an agreement. Typically, this clause specifies that receivables failing to satisfy predefined standards—such as age, collectability, or compliance with contractual terms—cannot be transferred to a purchaser or financier. For example, receivables that are overdue beyond a certain period or are disputed by the debtor may be classified as ineligible. The core function of this clause is to protect the interests of the party acquiring the receivables by ensuring they only receive assets that are likely to be collected, thereby reducing credit risk and potential disputes.
Transfer of Ineligible Receivables. (a) In the event of a breach with respect to a Receivable of any representations and warranties set forth in subsection 2.04(a)(iii) of the Agreement or in the event that a Receivable is not an Eligible Receivable as a result of the failure to satisfy the conditions set forth in clause (d) of the definition of Eligible Receivable:
(i) if (A) the long-term unsecured debt rating of the Seller is at least A2 by ▇▇▇▇▇'▇ or (B) the Seller does not meet the foregoing rating requirement and the Lien of the subject Receivable is not of the type otherwise described in clause (ii) below, and as a result of such breach or event such Receivable becomes a Defaulted Receivable or the Trust's rights in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Trust free and clear of any Lien, then each such Receivable shall be automatically removed from the Trust on the terms and conditions set forth below; or
(ii) if (A) the Seller does not meet the rating requirements in the foregoing clause (i) above and if (B) such Lien ranks prior to the Lien created pursuant to this Agreement or such Lien meets any of the following conditions (1) such Lien arises in favor of the United States of America or any State or any agency or instrumentality thereof and involves taxes or liens arising under Title IV of ERISA or (2) such Lien has been consented to by the Seller, then upon the earlier to occur of the discovery of such breach or event by the Seller or the Servicer or receipt by the Seller and the Servicer of written notice of such breach or event given by the Trustee, each such Receivable shall be automatically removed from the Trust on the terms and conditions set forth below.
(b) In the event of a breach of any representations and warranties set forth in subsection 2.04(a)(iv) or 2.04(a)(v) of the Agreement or in the event any Receivable is not an Eligible Receivable for any reason other than the failure to satisfy the conditions set forth in clause (d) of the definition of Eligible Receivable, and as a result of such breach or event such Receivable becomes a Defaulted Receivable or the Trust's rights in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Trust free and clear of any Lien, then, upon the expiration of 60 days from the earlier to occur of the discovery of any such event by the Seller, or receipt by the Selle...
Transfer of Ineligible Receivables. The Transferor shall sell to the Trust on each Transfer Date any and all Receivables arising in any Eligible Accounts that are Ineligible Receivables, provided that (a) on the Initial Cut-Off Date or, in the case of Receivables arising in Additional Accounts, on the related Additional Cut-Off Date, and on the applicable Transfer Date, the Account in which such Receivables arise is an Eligible Account and (b) the Incremental Subordinated Amount is adjusted in accordance with the definition of Incremental Subordinated Amount as defined in the related Series Supplement.
Transfer of Ineligible Receivables. The Transferor will transfer to the Issuer on each Transfer Date any and all Ineligible Receivables arising in connection with any Account; provided that (i) on the applicable Transfer Date, such Account is an Eligible Account and (ii) the Incremental Subordinated Amount is adjusted in accordance with the related Indenture Supplement.
Transfer of Ineligible Receivables. The Transferor may, at its sole option, transfer to the Issuer on each Transfer Date all or any portion of the Ineligible Receivables arising in connection with any Account; provided, however, that the Transferor will not transfer to the Issuer any Ineligible Receivables that are ineligible due to a failure to satisfy the condition specified in clause (a)(ii) of the definition of “Eligible Receivable”; and provided, further, that (i) on the applicable Transfer Date, such Account is an Eligible Account and (ii) the Incremental Subordinated Amount is adjusted in accordance with the related Indenture Supplement.
Transfer of Ineligible Receivables. The Seller will transfer to the Buyer on each Transfer Date any and all Ineligible Receivables arising in connection with any Account; provided that on the applicable Transfer Date, such Account is an Eligible Account.
Transfer of Ineligible Receivables. The Transferor will transfer to the Issuer on each Transfer Date any and all Ineligible Receivables arising in connection with any Eligible Account and on the applicable Transfer Date, the Overcollateralization Amount (or any Incremental Overcollateralization Amount as specified in the related Indenture Supplement) and the Required Participation Amount shall be adjusted in accordance with the related Indenture Supplement.
Transfer of Ineligible Receivables. The Transferor ---------------------------------- shall transfer to the Trust on each Transfer Date any and all Receivables arising in any Eligible Accounts that are Ineligible Receivables, provided -------- that (a) on the Cut-Off Date or, in the case of Receivables arising in Additional Accounts, on the related Additional Cut-Off Date, and on the applicable Transfer Date, the Account in which such Receivables arise is an Eligible Account and (b) the Incremental Subordinated Amount is adjusted in accordance with the definition of Incremental Subordinated Amount as defined in the related Supplement.
Transfer of Ineligible Receivables. The Seller may, at its sole option, transfer to the Buyer on each Transfer Date all or any portion of the Ineligible Receivables arising in connection with any Account; provided, however, that the Seller will not transfer to the Buyer any Ineligible Receivables that are ineligible due to a failure to satisfy the condition specified in clause (a)(ii) of the definition of "Eligible Receivable"; and provided, further that (i) on the applicable Transfer Date, such Account is an Eligible Account and (ii) the Seller indicates in its computer files that related Ineligible Receivables were transferred to Buyer on the related Transfer Date.
Transfer of Ineligible Receivables. Section 2.04 of the Master Pooling and Servicing Agreement is hereby amended by deleting the word "ouch" in the fourth sentence of subsection (d)(iii) thereof and replacing it with the word "such".
Transfer of Ineligible Receivables. (a) In the event of a breach with respect to a Receivable of any representations and warranties set forth in Section 2.04(a)(iii) or in the event that a Receivable is not an Eligible Receivable or Eligible Alternative Receivable, as applicable, as a result of the failure to satisfy the conditions set forth in clause (d) of the definition of Eligible Receivable: (i) if the Lien of the subject Receivable is not of the type otherwise described in clause (ii) below, and as a result of such breach or event such Receivable becomes a Defaulted Receivable or the Trust's rights in, to or under such Receivable or its proceeds are impaired or the proceeds of such Receivable are not available for any reason to the Trust free and clear of any Lien, then each such Receivable shall be automatically removed from the Trust on the terms and conditions set forth below; or