Common use of Additional Amortization Events Clause in Contracts

Additional Amortization Events. If any one of the following shall occur: (a) failure on the part of the Seller (i) to make any payment or deposit required by the terms of the Agreement or this Series Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made herein or therein, or (ii) duly to observe or perform any other covenants or agreements of the Seller set forth in the Agreement or this Series Supplement, which failure has a material adverse affect on the Series 1997-1 Certificateholders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by a Series 1997-1 Certificateholder; (b) any representation or warranty made by the Seller in the Agreement or the Series Supplement or any information to identify the Accounts required to be delivered by the Seller pursuant to Section 2.01 or 2.09 of the Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by a Series 1997-1 Certificateholder, and (ii) as a result of such incorrectness the interests of the Series 1997-1 Certificateholders are materially and adversely affected; provided, however, that neither an Early Accumulation Event or an Early Amortization Event shall be deemed to have occurred under this subsection 7(b) if the Seller has repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of the Agreement; (c) the Trust becomes subject to regulation by the Securities and Exchange Commission as an "investment company" within the meaning of the Investment Company Act of 1940, as amended; (d) a failure by the Seller to convey Receivables in Additional Accounts to the Trust within five Business Days after the day on which it is required to convey such Receivables pursuant to subsection 2.09(a) of the Agreement; (e) a Servicer Default shall occur which has a material adverse effect on the Series 1997-1 Certificateholders (determined without regard to the availability of moneys in the Cash Collateral Account); (f) the average Series Adjusted Portfolio Yield for any three consecutive Due Periods is reduced to a rate below the average Base Rate for such period; (g) failure to distribute an amount equal to the full Invested Amount of the Class A Certificates, or the Class B Certificates, as the case may be, and all interest accrued thereon, on or before the Series 1997-1 Expected Final Payment Date; (h) the occurrence of the Reserve Account event described in Section 4.20(e); or (i) the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the Agreement. then, in the case of any event described in subparagraph (a), (b) or (e) above after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Series 1997-1 Certificateholders evidencing more than 50% of the aggregate unpaid principal amount of the Series 1997-1 Certificates by notice then given in writing to the Seller and the Servicer (and to the Trustee if given by the Series 1997-1 Certificateholders) may declare that an Amortization Event has occurred as of the date of such notice, and, in the case of any event described in subparagraphs (c), (d), (f), (g), (h) or (i) above subject to applicable law, an Amortization Event shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders (except as otherwise provided in any such subparagraph), immediately upon the occurrence of such event.

Additional Amortization Events. If (a) Except as provided in Section 6.01(b), the occurrence of any one of the following shall occurevents shall, immediately upon the occurrence thereof without notice or other action on the part of the Indenture Trustee or the Series 200 _ - _ Noteholders, be deemed to be an Early Amortization Event solely with respect to Series 200 _ - _ : (ai) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than %; (ii) on any Determination Date, the Series 200 _ - _ Available Subordinated Amount for the next Payment Date will be reduced to an amount less than the Required Subordinated Amount on such Determination Date, after giving effect to the distributions to be made on the next Payment Date; (iii) any Servicing Default occurs; (iv) failure on the part of the Seller Transferor, the Servicer or VCI, as applicable, (ia) to make any payment or deposit required by the terms of the Trust Sale and Servicing Agreement or this Series Supplement the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring five Business Days after the date such payment or deposit is required to be made herein or therein, ; or (iib) duly to deliver a Payment Date Statement on the date required under the Trust Sale and Servicing Agreement (or within the applicable grace period which will not exceed five Business Days); (c) to comply with its covenant not to create any lien on a Receivable; or (d) to observe or perform in any material respect any other covenants or agreements of the Seller set forth in the Trust Sale and Servicing Agreement or this Series Supplementthe Receivables Purchase Agreement, which failure has a material adverse affect on the Series 1997-1 Certificateholders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by a Series 1997-1 Certificateholder; (bv) any representation or warranty made by the Seller VCI in the Receivables Purchase Agreement or by the Series Supplement Transferor in the Trust Sale and Servicing Agreement or any information required to be given by the Transferor to the Indenture Trustee to identify the Accounts required to be delivered by the Seller pursuant to Section 2.01 or 2.09 of the Agreement (i) shall prove proves to have been incorrect in any material respect when made or when delivered, which and continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by a Series 1997-1 Certificateholder, and (ii) as a result of such incorrectness the interests of the Series 1997-1 Certificateholders Noteholders are materially and adversely affected; provided, however, that neither an Early Accumulation Event or an Early Amortization Event shall not be deemed to have occurred under this subsection 7(b) occur thereunder if the Seller Transferor has repurchased the related Receivables or all such Receivables, if applicable, during such 60 day period in accordance with the provisions of the Trust Sale and Servicing Agreement;; and (c) the Trust becomes subject to regulation by the Securities and Exchange Commission as an "investment company" within the meaning of the Investment Company Act of 1940, as amended; (d) a failure by the Seller to convey Receivables in Additional Accounts to the Trust within five Business Days after the day on which it is required to convey such Receivables pursuant to subsection 2.09(a) of the Agreement; (e) a Servicer Default shall occur which has a material adverse effect on the Series 1997-1 Certificateholders (determined without regard to the availability of moneys in the Cash Collateral Account); (f) the average Series Adjusted Portfolio Yield for any three consecutive Due Periods is reduced to a rate below the average Base Rate for such period; (g) failure to distribute an amount equal to the full Invested Amount of the Class A Certificates, or the Class B Certificates, as the case may be, and all interest accrued thereon, on or before the Series 1997-1 Expected Final Payment Date; (hvi) the occurrence of an Event of Default with respect to the Reserve Account event described in Series 200 _ - _ Notes and the declaration that the Series 200 _ - _ Notes are due and payable pursuant to Section 4.20(e); or5.2 of the Indenture. (ib) the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the Agreement. then, in In the case of any event described in subparagraph (aSection 6.01(a)(iii), (biv), (v) or and (evi) above above, an Early Amortization Event with respect to Series 200 _ - _ will be deemed to have occurred only if, after the applicable grace period, if any, set forth period described in such subparagraphsclauses, either (i) the Indenture Trustee or the (ii) Series 1997-1 Certificateholders 200 _ - _ Noteholders holding Series 200 _ - _ Notes evidencing more than 50% of the aggregate unpaid principal amount of the Series 1997-1 Certificates 200 _ - _ Notes, by written notice then given in writing to the Seller Trust, the Transferor and the Servicer (and to the Trustee Indenture Trustee, if such notice is given by the Series 1997-1 Certificateholders200 _ - _ Noteholders) may declare that an Early Amortization Event has occurred as of the date of such notice, and, in the case of any event described in subparagraphs (c), (d), (f), (g), (h) or (i) above subject to applicable law, an Amortization Event shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders (except as otherwise provided in any such subparagraph), immediately upon the occurrence of such event.

Additional Amortization Events. If any one of the following shall occur: (a) failure on the part of the Seller (i) to make any payment or deposit required by the terms of under the Agreement or this Series Supplement on or before the date occurring within five Business Days after the date such payment or deposit is required to be made herein or therein, or (ii) duly to observe or perform in any material respect any other covenants or agreements of the Seller set forth in the Agreement or this Series SupplementAgreement, which failure has a material adverse affect effect on the Series 1997-1 Certificateholders 2 Participation Interest and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by a Series 1997-1 Certificateholdernotice; (b) any representation or warranty made by the Seller in the Agreement or the Series Supplement or any information to identify the Accounts required to be delivered by the Seller pursuant to Section 2.01 or 2.09 of the Agreement (i) shall prove proves to have been incorrect in any material respect when made or when deliveredmade, as a result of which the interests of holders of interest in the Deposit Trust are materially and adversely affected, and which continues to be incorrect in any material respect and continues to materially and adversely affect the interests of holders of interest in the Deposit Trust for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by a Series 1997-1 Certificateholder, and (ii) as a result of such incorrectness the interests of the Series 1997-1 Certificateholders are materially and adversely affectednotice; provided, however, that neither an Early Accumulation Event or an Early Amortization Event shall not be deemed to have occurred under this subsection 7(b) occur if the Seller has repurchased the related Receivables or all such Receivables, if applicable, during such period (or within an additional 60 days with the consent of the Deposit Trustee) in accordance with the provisions of the Agreement; (c) the Deposit Trust or the Issuer becomes subject to regulation by the Securities and Exchange Commission as an "investment company" company within the meaning of the Investment Company Act of 1940, as amended; (d) a failure by the Seller to convey Receivables in Additional Accounts to the Trust within five Business Days after the day on which it is required to convey such Receivables pursuant to subsection 2.09(a) of the Agreement; (e) a Servicer Default shall occur which has a material adverse effect on the Series 1997-1 Certificateholders 2 Participants; (determined without regard to e) the availability average, for any three consecutive Payment Dates (after making all distributions on such Payment Dates), of moneys in the Cash Collateral Account);percentage equivalent of (i) the Overcollateralization Amount divided by (ii) the unpaid principal balance of the Series 1997-2 Participation Interest, is less than _____%; and (f) the average Series Adjusted Portfolio Yield for any three consecutive Due Periods Seller's Trust Amount owned by HCLC is reduced to a rate below the average Base Rate for such period; (g) failure to distribute an amount equal to the full Invested Amount of the Class A CertificatesAggregate Required Seller Amount, or the Class B Certificates, as the case may be, and all interest accrued thereon, on or before the Series 1997-1 Expected Final Payment Date; (h) the occurrence of the Reserve Account event described in Section 4.20(e); or (i) the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the Agreement. then, in the case of any event described in subparagraph (a), (b) or (e) above d), an Amortization Event will be deemed to have occurred only if, after the any applicable grace period, if any, set forth period described in such subparagraphsclauses, either the Deposit Trustee or the holders of Series 1997-1 Certificateholders Participation Interests evidencing more than 50% of the aggregate unpaid principal amount balance of the Series 1997-1 Certificates 2 Participation Interest, by written notice then given in writing to the Seller and the Servicer (and to the Trustee Deposit Trustee, if given by the Series 1997-1 Certificateholders2 Participants) may declare that an Amortization Event has occurred as of the date of such notice, and, in . In the case of any event described in subparagraphs clauses (c), (d), e) or (f), (g), (h) or (i) above subject to applicable law, an Amortization Event shall will be deemed to have occurred and an Early Amortization Period will occur without any notice or other action on the part of the Deposit Trustee or the Investor Certificateholders (except as otherwise provided in any such subparagraph), Series 1997-2 Participants immediately upon the occurrence of such event.

Additional Amortization Events. If any one of the following shall occur: (a) failure on the part of the Seller (i) to make any payment or deposit required by the terms of under the Agreement or this Series Supplement on or before the date occurring within five Business Days after the date such payment or deposit is required to be made herein or therein, or (ii) duly to observe or perform in any material respect any other covenants or agreements of the Seller set forth in the Agreement or this Series SupplementAgreement, which failure has a material adverse affect effect on the Series 1997-1 Certificateholders 2 Participation Interest and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by a Series 1997-1 Certificateholdernotice; (b) any representation or warranty made by the Seller in the Agreement or the Series Supplement or any information to identify the Accounts required to be delivered by the Seller pursuant to Section 2.01 or 2.09 of the Agreement (i) shall prove proves to have been incorrect in any material respect when made or when deliveredmade, as a result of which the interests of holders of interest in the Deposit Trust are materially and adversely affected, and which continues to be incorrect in any material respect and continues to materially and adversely affect the interests of holders of interest in the Deposit Trust for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by a Series 1997-1 Certificateholder, and (ii) as a result of such incorrectness the interests of the Series 1997-1 Certificateholders are materially and adversely affectednotice; provided, however, that neither an Early Accumulation Event or an Early Amortization Event shall not be deemed to have occurred under this subsection 7(b) occur if the Seller has repurchased the related Receivables or all such Receivables, if applicable, during such period (or within an additional 60 days with the consent of the Deposit Trustee) in accordance with the provisions of the Agreement; (c) the Deposit Trust or the Issuer becomes subject to regulation by the Securities and Exchange Commission as an "investment company" company within the meaning of the Investment Company Act of 1940, as amended; (d) a failure by the Seller to convey Receivables in Additional Accounts to the Trust within five Business Days after the day on which it is required to convey such Receivables pursuant to subsection 2.09(a) of the Agreement; (e) a Servicer Default shall occur which has a material adverse effect on the Series 1997-1 Certificateholders 2 Participants; (determined without regard to e) the availability average, for any three consecutive Payment Dates (after making all distributions on such Payment Dates), of moneys in the Cash Collateral Account);percentage equivalent of (i) the Overcollateralization Amount divided by (ii) the unpaid principal balance of the Series 1997-2 Participation Interest, is less than 4.25%; and (f) the average Series Adjusted Portfolio Yield for any three consecutive Due Periods Seller's Trust Amount owned by HCLC is reduced to a rate below the average Base Rate for such period; (g) failure to distribute an amount equal to the full Invested Amount of the Class A CertificatesAggregate Required Seller Amount, or the Class B Certificates, as the case may be, and all interest accrued thereon, on or before the Series 1997-1 Expected Final Payment Date; (h) the occurrence of the Reserve Account event described in Section 4.20(e); or (i) the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the Agreement. then, in the case of any event described in subparagraph (a), (b) or (e) above d), an Amortization Event will be deemed to have occurred only if, after the any applicable grace period, if any, set forth period described in such subparagraphsclauses, either the Deposit Trustee or the holders of Series 1997-1 Certificateholders Participation Interests evidencing more than 50% of the aggregate unpaid principal amount balance of the Series 1997-1 Certificates 2 Participation Interest, by written notice then given in writing to the Seller and the Servicer (and to the Trustee Deposit Trustee, if given by the Series 1997-1 Certificateholders2 Participants) may declare that an Amortization Event has occurred as of the date of such notice, and, in . In the case of any event described in subparagraphs clauses (c), (d), e) or (f), (g), (h) or (i) above subject to applicable law, an Amortization Event shall will be deemed to have occurred and an Early Amortization Period will occur without any notice or other action on the part of the Deposit Trustee or the Investor Certificateholders (except as otherwise provided in any such subparagraph), Series 1997-2 Participants immediately upon the occurrence of such event.