Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period with respect to the VFC Certificates: a) failure on the part of the Company to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due; b) failure on the part of the Company duly to observe or perform in any material respect any covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which continues unremedied for 30 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control Party; c) any representation or warranty made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered which continues to be incorrect for a period of 30 days after the day on which notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so; d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days; e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement; f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%; g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%; h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 2 contracts
Samples: Pooling Agreement (Specialty Foods Corp), Pooling Agreement (Specialty Foods Acquisition Corp)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "Early Amortization Event") shall occur during the Revolving Period with respect to the VFC Term Certificates:
(a) (i) failure on the part of the Company Master Servicer to make direct any payment (i) in respect or deposit to be made or failure of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) payment or deposit to be made in respect of interest or fees owing on any VFC Term Certificates within two Business Days of the date such amount interest is due or (iiiii) failure on the part of the Master Servicer to direct any payment or deposit to be made or of the Company to make any payment or deposit in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Term Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
(b) failure on the part of the Company duly or the Master Servicer to observe or perform in any material respect any covenants or agreements of the Company or the Master Servicer, respectively, set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect Material Adverse Effect on the Enhancement Provider or the VFC Term Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which continues unremedied for until 30 days from after the earlier of (i) the date upon which a any Responsible Officer of the Company or the Master Servicer (so long as the Master Servicer is an Affiliate of the Company) obtains knowledge of such failure or and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or the Company and the Trustee by holders of the Control PartyTerm Certificates evidencing 25% or more of the Series 2001-1 Invested Amount;
(c) any representation or warranty made by the Company or the Master Servicer in any Pooling and Servicing the Agreement to or for the benefit of the VFC Term Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered deemed made which continues to be incorrect for a period of until 30 days after the day earlier of (i) the date any Responsible Officer of the Company or the Master Servicer (so long as the Master Servicer is an Affiliate of the Company) obtains knowledge of such failure and (ii) the date on which notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) Trustee by holders of the Term Certificates evidencing 25% or more of the Series 2001-1 Invested Amount and (ii) as a result of such incorrectness, the interests of the VFC Term Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are have been materially and adversely affected; provided, however, that an Early Amortization Event with respect to the Series 19972001-1 Certificates shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase acquire the related Receivables and the Company has repurchased acquired the related Receivable or all such Receivables, if applicable, in accordance with the provisions of Section 2.5 of the Pooling Agreement within five ten Business Days of when the Company was obligated to do so;
(d) a Master Servicer Default with respect to the Master Servicer shall have occurred and be continuing;
(e) the Series 2001-1 Allocated Receivables Amount shall be less than the Series 2001-1 Target Receivables Amount for a any period of five consecutive daysBusiness Days;
e(f) a Purchase Termination Event (as defined in the Receivables Sales Sale Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale AgreementAgreement with respect to Parent or any 10% Seller;
f(g) a Change in Control shall have occurred;
(h) either the Agreement, this Supplement or the Receivables Sale Agreement shall cease, for any reason, to be in full force and effect, or the Company, Parent or any Affiliate thereof shall so assert in writing;
(i) the Trust shall for any reason cease to have (x) a valid and perfected first priority undivided ownership or security interest in the Trust Assets (other than Trust Assets in which a security interest cannot be perfected by filing a financing statement under Article 9 of the UCC (the "Other Trust Assets")) or (y) a valid undivided ownership or security interest in the Other Trust Assets, subject in each case only to Permitted Liens described in clauses (i) and (iii) of the definition thereof;
(j) a Reduction shall have occurred and, as at the end a result of any Settlement Periodsuch Reduction, the Loss- toSeries 2001-Liquidation Ratio 1 Invested Amount shall exceed 4.5%have been reduced to an amount below $100,000,000;
g(k) as at the end of there shall have been filed against any Settlement PeriodSeller, the Delinquency Ratio Company or the Trust (i) a notice of federal tax Lien with respect to taxes from the Internal Revenue Service or (ii) a notice of Lien with respect to amounts from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies, unless there shall exceed 5.0%;have been delivered to the Trustee and each Rating Agency proof of the release of, or payment of amounts secured by, such Lien, or there shall have been provided security for the payment of all amounts secured by such Lien pursuant to arrangements reasonably satisfactory in form and substance to the Trustee and the Rating Agencies; or
h(l) with respect to the Performance Undertaking, (i) failure on the part of General Cable Corporation (the "Provider") to perform in any material respect any agreements of the Provider set forth in the Performance Undertaking, (ii) any representation or warranty of the Provider in the Performance Undertaking shall prove incorrect in any material respect, (iii) Provider repudiates the Performance Undertaking, (iv) an Insolvency Event shall have occurred with respect to the Provider, (v) failure of the Performance Undertaking to be enforceable against the Provider, and (vi) failure by the Provider to remove the Undertaking Limit (as defined in the Performance Undertaking) in the manner set forth in the Performance Undertaking prior to sixty (60) days after the date of this Agreement; provided that no event described in (i) and (ii) above shall constitute an Early Amortization Event unless such event has a material adverse effect on the Term Certificateholders and such event continues unremedied until thirty (30) days after the earlier of (x) the date any Responsible Officer of the Provider obtains knowledge of such failure and (y) the date on which written notice of the occurrence of such event, shall be given to the Provider by the Trustee, provided that such notice is not effective unless given the Trustee on behalf of the holders at least 25% of the end of any Settlement Period, the Default Ratio shall exceed 6.0%;Series 2001-1 Invested Amount.
Appears in 1 contract
Samples: Master Pooling and Servicing Agreement (General Cable Corp /De/)
Additional Early Amortization Events. If any one of the ------------------------------------ events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "Early ----- Amortization Event") shall occur during the Series 1998-1 Revolving Period with ------------------ respect to the VFC Series 1998-1 Certificates:
(a) (i) failure on the part of the Servicer to direct any payment or deposit to be made or failure of any payment or deposit to be made in respect of interest owing on any VFC Certificates on the date such interest is due or (ii) failure on the part of the Servicer to direct any payment or deposit to be made or of the Company to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) deposit in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or Agreement, in accordance with the Insurance Agreement specific terms (and giving effect to or for the benefit any grace periods) of the VFC Certificateholders or the Enhancement Provider within five Business Days of any applicable supplement thereto, on the date such other amount is due or such deposit is required to be made; provided however that, solely in the case of clause (i) above, it shall not -------- ------- be an Early Amortization Event if (1) all deposits into the Trust Accounts are made pursuant to Article III of this Supplement, (2) the amounts in the Trust Accounts equal or exceed the interest payments to be made, and (3) the interest payments are made within one Business Day of the date such amount is due;
(b) (i) failure on the part of the Company duly to observe or perform in any material respect any of the covenants or agreements of the Company set forth in Section 2.8 of the Agreement or (ii) failure on the part of the Company duly to observe or perform in any material respect any other covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Servicer has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Control PartyAgent and/or Purchasers representing 25% or more of the Series 1998-1 Invested Amount;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Term Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be incorrect for a period of 30 days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (by the Trustee, or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, Trustee by the interests Agent and/or Purchasers representing 25% or more of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affectedSeries 1998-1 Invested Amount; provided, however, that an Early Amortization Event with respect -------- ------- to the Series 19971998-1 Certificates shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the any Pooling and Servicing Agreement within five ten Business Days of when the day on which the Company was obligated to do so;
(d) a Servicer Default with respect to the Allocated Receivables Amount Servicer shall have occurred and be less than the Target Receivables Amount for a period of five consecutive dayscontinuing;
(e) a Purchase Termination Event (as defined in the Receivables Sales Sale Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
(f) as a Change in Control shall have occurred;
(g) at any time (i) the end Series 1998-1 Allocated Receivables Amount shall be less than the Series 1998-1 Target Receivables Amount or (ii) the Series 1998-1 Invested Amount plus aggregate commercial paper discount on outstanding related commercial paper shall exceed the Maximum Invested Amount;
(h) any of the Agreement, the Servicing Agreement, this Supplement, the Receivables Sale Agreement or the Servicer Guarantee shall cease, for any reason, to be in full force and effect, or the Company, any Seller, the Servicer, any Sub-Servicer or any Affiliate of any thereof shall so assert in writing;
(i) the Trust shall for any reason cease to have a valid and perfected first priority undivided ownership or security interest in the Trust Assets (subject to no other Liens other than Permitted Liens described in clauses (i) and (v) of the definition thereof), or any of U.S. Foodservice, the Company or any Affiliate of any thereof shall so assert;
(j) there shall have been filed against U.S. Foodservice, the Company or the Trust (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(k) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company, the Servicer or any properties, revenues or rights of either thereof which could reasonably be expected to have a Material Adverse Effect with respect to such Person;
(l) the average of the Dilution Ratios for any three consecutive Settlement Periods exceeds four and one-half percent (4.5%);
(m) the average of the Loss-to-Liquidation Ratio for any three consecutive Settlement Periods exceeds three and one-quarter percent (3.25%);
(n) the Delinquency Ratio for any Settlement Period exceeds six percent (6.0%);
(o) for any Settlement Period, Days Sales Outstanding shall be more than 40 days;
(p) any of the Loss- to-Liquidation following financial performance tests shall fail to be satisfied with respect to U.S. Foodservice and its consolidated Subsidiaries as of the relevant date set forth below (capitalized terms used in this Section 5.1(p) and not otherwise defined herein shall have the meanings assigned to such terms in Annex I attached hereto (and, in the event that a term is defined both elsewhere herein and in Annex I, the definition contained in Annex I shall be the relevant definition for purposes of this Section):
(i) On any Determination Date, the Fixed Charge Coverage Ratio shall be less than 1.75 to 1.0;
(ii) The Consolidated Net Worth shall at any time be less than the Net Worth Minimum as of such date; or
(iii) On any Determination Date occurring during any period specified in the following table, the Total Debt Ratio shall exceed 4.5%;the ratio set forth opposite such period on such table: Period Ratio ------ ----- (both dates inclusive) Closing Date through September 29, 1999 4.5 to 1.0 September 30, 1999 through September 29, 2000 4.0 to 1.0 September 30, 2000 and thereafter 3.75 to 1.0; or
g(q) as (i) failure of any of U.S. Foodservice, the Company or the Sellers, or any Affiliate of any thereof to pay when due (after giving effect to any grace periods applicable thereto) any amounts due under any agreement to which any such Person is a party and under which any Indebtedness greater than $15,000,000 is governed or (ii) indebtedness of any of U.S. Foodservice, the Company or the Sellers becomes due prior to its stated maturity in an aggregate amount, with respect to such Person, equal to or exceeding $15,000,000; then, in the case of (x) any event described in Section 7.1 of the Agreement, after the applicable grace period (if any) set forth in such Section, automatically without any notice or action on the part of any of the Trustee, the Agent or the Purchasers, an early amortization period shall immediately commence or (y) any other event described above, after the applicable grace period (if any) set forth in such subsection, the Trustee may, and at the end written direction of any Settlement Periodthe Agent and/or Majority Purchasers voting as a single class, the Delinquency Ratio shall exceed 5.0%;
hTrustee shall, by written notice then given to the Company and the Servicer, declare that an early amortization period has commenced as of the date of such notice with respect to Series 1998-1 (any such period commencing under clause (x) as at the end of any Settlement or (y) above, an "Early Amortization Period, the Default Ratio shall exceed 6.0%;"). -------------------------
Appears in 1 contract
Additional Early Amortization Events. If The occurrence of any one of the following events specified in Section 7.1 shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Master Trust Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 2003-1 Certificateholders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period solely with respect to the VFC CertificatesSeries 2003-1:
(a) the Invested Amount is not reduced to zero by the Expected Principal Payment Date;
(b) the United States government or any agency or instrumentality thereof files a notice of a lien under Internal Revenue Code Section 6323 or any similar statutory provision (including, but not limited to, Section 302(f) or Section 4068 of ERISA) on the assets of NFC or NFSC which is or may in the future be prior to the lien of the Master Trust Trustee or the assets of the Master Trust (including, without limitation, proceeds of the Dealer Notes);
(c) failure on the part of the Company Seller (i) to make any payment (i) in respect of principal owing on any VFC Certificates payment, distribution or deposit required under the Agreement within one Business Day five business days of the date such principal is due, required or (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any other material covenants or agreements of the Company set forth in any Pooling and Servicing AgreementSeller, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which continues unremedied for 30 a period of 60 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which after written notice of such failure, requiring the same to be remedied, failure shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control PartySeller;
c(d) any representation or warranty made by the Company in Seller pursuant to the Agreement or any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or information contained in the Insurance Agreement schedule of Dealer Notes delivered thereunder or in any Certificate Purchase Agreement (i) this Series Supplement shall prove to have been incorrect in any material respect when made or when delivered delivered, which representation, warranty or schedule, or the circumstances or condition that caused such representation, warranty or schedule to be incorrect, continues to be incorrect or uncured in any material respect for a period of 30 60 days after the day on which written notice of such failure, requiring the same to be remedied, incorrectness shall have been given by the Trustee to the Company (or the Control Party to the Company Seller and the Trustee) and (ii) as a result of such incorrectness, which the interests of the VFC Series 2003-1 Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, except that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph occur if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company Seller has repurchased the related Receivable Dealer Notes or all such ReceivablesDealer Notes, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do soAgreement;
d(e) the Allocated Receivables Seller shall become legally unable for any reason to transfer Dealer Notes to the Master Trust in accordance with the provisions of the Agreement;
(f) on any Transfer Date, the Available Subordinated Amount shall for such Transfer Date will be reduced to an amount less than the Target Receivables Amount for a period of five consecutive daysRequired Subordinated Amount;
e(g) a Purchase any Servicer Termination Event shall occur (as defined in the Receivables Sales Agreementi) which allows would have a material adverse effect on the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred Series 2003-1 Certificateholders and be continuing under (ii) for which the Receivables Sale AgreementServicer has received a notice of termination;
f(h) as the delivery by the Seller to the Master Trust Trustee of a notice stating that the Seller will no longer continue to sell Dealer Notes to the Master Trust commencing on the date specified in such notice;
(i) the Average Coverage Differential shall be equal to or less than negative two percent (-2.00%) on each of three consecutive Determination Dates;
(j) at the end of any Settlement Due Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at Master Trust Seller's Interest is reduced to an amount less than the Master Trust Minimum Seller's Interest and the Seller has failed to assign additional Dealer Notes to the Master Trust in the amount of such deficiency within ten Business Days following the end of such Due Period;
(k) on any Settlement Determination Date, the quotient of (i) the product of (a) the sum of Dealer Note Collections for each of the related Due Period and the two immediately preceding Due Periods and (b) four DIVIDED BY (ii) the daily average principal amount of Dealer Notes outstanding during such Due Periods ("Turnover") is less than 1.7;
(l) on any Determination Date, the quotient of (i) the sum of Dealer Note Losses for each of the related Due Period and the five immediately preceding Due Periods and (ii) the sum of Principal Collections for each of the related Due Period and the five immediately preceding Due Periods, is greater than or equal to one percent (1.00%);
(m) any of the Seller, ITEC, NIC or NFC shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; or the Seller or NFC shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any other similar applicable federal law, or shall consent to the filing of any such petition, answer or consent; or the Seller, ITEC, NIC or NFC shall appoint, or consent to the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Seller, ITEC, NIC or NFC shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;
(n) any order for relief against any of the Seller, ITEC, NIC or NFC shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Seller, ITEC, NIC or NFC under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of the Seller, ITEC, NIC or NFC of any substantial part of their property, or for the winding up or liquidation of their affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days;
(o) failure on the part of ITEC to make a deposit in the Interest Deposit Account required by the terms of the Interest Deposit Agreement on or before the date occurring five Business Days after the date such deposit is required by the Interest Deposit Agreement to be made; and
(p) on any Distribution Date, as of the last day of the related Due Period, the Delinquency Ratio shall exceed 5.0%;
h) as at aggregate principal balance of Dealer Notes owned by the end Master Trust which were advanced against financed vehicles which are used vehicles exceeds 25% of any Settlement Period, the Default Ratio shall exceed 6.0%;aggregate principal balance of all Dealer Notes owned by the Master Trust.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Dealer Note Master Trust)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after the expiration of any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur during the Series 2000-2 Revolving Period with respect to the VFC CertificatesSeries 2000-2 Interests:
(a) failure on the part of the Servicer to make or direct any payment or deposit under any Pooling and Servicing Agreement required to be made or directed by it or failure by the Company to make any payment or deposit required to be made by it under any Pooling and Servicing Agreement which failure continues, in either case, for two Business Days after the date such payment, deposit or amount is required to be made or directed;
(b) failure on the part of the Company to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any of the covenants or agreements of the Company set forth in Section 2.7 and 2.8 of the Agreement or (ii) failure on the part of the Company or the Support Provider duly to observe or perform any (other than as described in any other paragraph of this Section 5.1) other covenants or agreements of the Company or the Support Provider (as applicable) set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from until 10 Business Days after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Support Provider has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company or the Support Provider (as applicable) by the Trustee, or to the Company or the Support Provider (as applicable) and the Trustee by the Control PartyAdministrator;
(c) any representation or warranty made or deemed made by the Company or the Support Provider in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Committed Purchaser (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be materially incorrect for a period of 30 days until 10 Business Days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or the Control Party Support Provider (as applicable) by the Trustee, or to the Company or the Support Provider (as applicable) and the TrusteeTrustee by the Administrator;
(d) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event Servicer Default with respect to Series 1997-1 the Servicer shall not be deemed to have occurred under this paragraph if and be continuing or the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do soServicer shall have resigned;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
(e) a Purchase Termination Event (as defined in the any Receivables Sales Sale Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under such Receivables Sale Agreement or any Seller shall for any reason cease to transfer (other than in accordance with the terms of the applicable Receivables Sale Agreement), or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables pursuant to the applicable Receivables Sale Agreement;
(f) a USSC Change in Control shall have occurred, or any Seller or the Servicer shall cease to be a directly or indirectly wholly-owned, Subsidiary of USSC;
(g) USFS, USSC or any one of USSC's wholly-owned direct or indirect subsidiaries shall cease to own 100% of the ordinary shares of the Company, free and clear of any Lien, other than any Lien in favor of the administrative agent under the Credit Agreement; provided, that 30% of the voting rights with respect to such shares shall be held by the independent director as nominee;
(h) any of the Agreement, the Servicing Agreement, this Supplement or the Receivables Sale Agreements or any material provision of any of the foregoing shall cease, for any reason, to be in full force and effect, or to be the legally valid, binding and enforceable obligation of the Company, the Servicer, the Support Provider or any Seller or the Company, any Seller, the Support Provider or the Servicer or any Affiliate of any thereof shall so assert in writing;
(i) the Trust shall for any reason cease to have a valid and perfected first priority undivided ownership or security interest in the Trust Assets (subject to no other Liens), or any of USSC, USFS, the Company or any Affiliate of any one thereof shall so assert in writing;
(i) there shall have been filed against the Company or the Trust a notice of federal tax Lien from the Internal Revenue Service and 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged (ii) any formal step is taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or (iii) there shall have been filed against USSC, USFS, the Company, any Seller or the Trust a notice of any other Lien the existence of which could reasonably be expected to have a Material Adverse Effect on the business, operations or financial condition of such Person, and 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(k) an event of default under the Credit Agreement shall have occurred and the lender parties thereto shall have caused the indebtedness thereunder to come due prior to its stated maturity;
(l) default by the Company in the payment of an Indebtedness when due or the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Company shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (ii) default by USSC or USFS in the payment of an Indebtedness equal to or in excess of $25,000,000 or the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed and the lender parties thereto shall have caused such Indebtedness to come due prior to its stated maturity;
(m) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company or any of its properties, revenues or rights which could reasonably be expected to have a Material Adverse Effect;
(n) one or more judgments for the payment of money shall be rendered against the Company;
(o) (o) as at the end of any Settlement Accrual Period, the Loss- to-Liquidation average Delinquency Ratio for the three preceding Accrual Periods (including such Accrual Period then ended) shall exceed 4.5%(i) 4.8% for any Accrual Period ending on or prior to August 31, 2003 and (ii) thereafter, the greater of (x)125% of the highest three-month rolling average Delinquency Ratio for the period from September 1, 2002 through August 31, 2003 and (y) 150% of the average of the three-month rolling average Delinquency Ratio for the period from September 1, 2002 through August 31, 2003;
g(p) as at the end of any Settlement Accrual Period, the Delinquency average Default Ratio for the three preceding Accrual Periods (including such Accrual Period then ended) shall exceed 5.01.10%;
h(q) as at the end of any Settlement Accrual Period, the Default average Dilution Ratio for the three preceding Accrual Periods (including such Accrual Period then ended) shall exceed 8.75%;
(r) as at the end of any fiscal quarter of USSC or USI, the Leverage Ratio shall exceed 6.0%3.0 to 1.0;
(s) as of any day, Consolidated Net Worth shall be less than (i) $450,000,000 minus (ii) amounts permitted to be expended by USI in connection with repurchases or redemptions of its capital stock under Section 6.10 of the Credit Agreement, plus (iii) 50% of Consolidated Net Income (if positive) earned in each fiscal quarter beginning with the fiscal quarter ending June 30, 2003, plus (iv) 50% of the Net Cash Proceeds resulting from issuances of the capital stock of USI or any Subsidiary of USI;
(t) as of the end of any fiscal quarter of USSC or USI, the Fixed Charge Coverage Ratio shall be less than (i) 1.20 to 1.00 as of March 31, 2003, June 30, 2003 and September 30, 2003 and (ii) 1.25 to 1.00 as of the end of each fiscal quarter thereafter;
(u) the Series 2000-2 Allocated Receivables Amount shall be less than the Series 2000-2 Target Receivables Amount for more than two consecutive Business Days; or
(v) any Bankruptcy Event shall occur with respect to the Support Provider, and in the case of any such event arising from the commencement of an involuntary proceeding, case or action, such event remains undismissed, undischarged or unbonded for a period of 30 days; then, in the case of (x) any event described in Section 7.1(a) of the Agreement, Section 6.1(g) of any Receivables Sale Agreement or Section 6.1(e) of the Servicing Agreement, after the applicable grace period (if any) set forth in such Section, automatically without any notice or action on the part of the Trustee or Administrator, an early amortization period shall immediately 36 commence or (y) any other event described above or in Section 7.1 of the Agreement, after the expiration of the applicable grace period (if any) set forth in such subsections, the Administrator may, by written notice then given to the Company and the Servicer, declare that an early amortization period has commenced as of the date of such notice with respect to Series 2000-2 (any such period under clause (x) or (y) above, an "EARLY AMORTIZATION PERIOD").
Appears in 1 contract
Additional Early Amortization Events. If The occurrence of any one of the following events specified in Section 7.1 (each, an "Additional Early Amortization Event") and the expiration of any applicable grace period shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 1997-1 Certificateholders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period solely with respect to the VFC CertificatesSeries 1997-1:
(a) failure on the part of the Company Seller or the Servicer to make any transfer, deposit or payment (i) in respect required by the terms of principal owing the Agreement, this Series Supplement, the Certificate Purchase Agreement or any Receivables Purchase Agreement or to give notice to the Trustee to make such transfer, deposit or payment on any VFC Certificates within one Business Day of or before the date such principal is due, (ii) in respect of interest payment or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount deposit is due;
(b) failure on the part of the Company duly Seller or the Servicer to observe or perform in any material respect any material terms, covenants or agreements of the Company set forth in Seller or the Servicer under the Agreement, this Series Supplement, any Pooling and Servicing Receivables Purchase Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (Escrow Deposit Agreement, which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from a period of ten Business Days after the earlier of (ix) the date upon on which a Responsible Officer of the Company obtains knowledge Seller or the Servicer, as applicable, becomes aware of such failure or and (iiy) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company received by the Trustee, Seller or the Company and the Trustee by the Control PartyServicer, as applicable;
(c) any representation representation, warranty, certification or warranty statement made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders Seller or the Enhancement Provider or Servicer in the Insurance Agreement or in Agreement, this Series Supplement, any Receivables Purchase Agreement, the Certificate Purchase Agreement (i) or the Escrow Deposit Agreement or which is contained in any Distribution Date Statement, certificate, document or financial or other statement furnished at any time under any of the foregoing agreements shall prove to have been incorrect in any material respect when made or when delivered deemed made and which continues to be incorrect for a period of 30 days after 10 days;
(d) [Confidential Treatment Requested];
(e) [Confidential Treatment Requested];
(f) [Confidential Treatment Requested];
(g) the day on which notice of such failureCoverage Amount, requiring if any, or the same Escrow Account Amount, if any, relating to be remedied, shall have been given by the Trustee any Distribution Date is not paid to the Company Class A Certificateholders on the applicable Distribution Date;
(h) the Class A Monthly Principal during the Amortization Period is not paid to the Class A Certificateholders on the applicable Distribution Date;
(i) if on any Distribution Date either (A) a Prior Series Deficiency exists pursuant to Section 4.01(c) hereof or (B) if there are no funds available in the Escrow Account to pay amounts then due and owing to the Series 1992-1 Certificates and Series 1993-1 Certificates as described in Section 4.01(d);
(j) [Confidential Treatment Requested];
(k) for so long as the Funding Adjustment is equal to an amount greater than zero, the Servicer, for so long as Federal-Mogul is the Servicer, or any of its Subsidiaries shall (i) default in any payment or payments of principal or interest in an aggregate amount of more than $5,000,000 (or its equivalent in another currency) at any one time on any Indebtedness or in the Control Party payment of any Guaranty, beyond the period of grace (not to exceed 30 days), if any, provided in the Company and the Trustee) and instrument or agreement under which such Indebtedness or Guaranty was created; or (ii) as a result default in the observance or performance of any other agreement or condition relating to any Indebtedness the principal amount of which exceeds $5,000,000 or any Guaranty guarantying Indebtedness the principal amount of which exceeds $5,000,000 or contained in any instrument or agreement evidencing, securing or relating to any such Indebtedness or Guaranty, beyond any applicable period of grace (not to exceed 30 days), or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) Indebtedness or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph if the incorrectness beneficiary or beneficiaries of such representation Guaranty (or warranty gives rise a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivablescause, if applicable, in accordance with the provisions giving of the Pooling Agreement within five Business Days of when the Company was obligated notice if required, such Indebtedness to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company become due prior to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;its stated maturity or such Guaranty to become payable.
Appears in 1 contract
Additional Early Amortization Events. If any one of the events specified in Section 7.1 7.01 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "Early Amortization Event") shall occur during the Series 1997-2 Revolving Period with respect to the VFC CertificatesPeriod:
(a) (i) failure on the part of the Company Master Servicer to make direct any payment (i) to be made, or failure of any payment to be made, in respect of principal interest owing on any VFC Certificates within one Business Day of Certificate or the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates Commitment Fee within two Business Days of the date such amount interest or Commitment Fee is due or (iiiii) failure on the part of the Master Servicer to direct any payment to be made, or of the Company to make any payment in respect of any other amounts owing by the Company Company, under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider Purchasers within five Business Days of the date such other amount is due;; Series 1997-2 Supplement
(b) failure on the part of the Company duly to observe or perform in any material respect any covenants covenant or agreements agreement of the Company set forth in any Pooling and Servicing Agreement (including each covenant contained in Sections 2.07 and 2.08 of the Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which that continues unremedied for 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or, so long as the Master Servicer is an Affiliate of the Company, a Responsible Officer of the Master Servicer has knowledge of such failure or and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Control PartyAgent or Purchasers evidencing 25% or more of the Series 1997-2 Invested Amount;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) Purchasers shall prove to have been incorrect in any material respect when made or when delivered which deemed made that continues to be incorrect for a period of 30 days after the day earlier of (i) the date on which a Responsible Officer of the Company or, so long as the Master Servicer is an Affiliate of the Company, a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee to the Company (or the Control Party to the Company and the Trustee) Trustee by the Agent or Purchasers evidencing 25% or more of the Series 1997-2 Invested Amount and (ii) as a result of such incorrectness, the interests interests, rights or remedies of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are Purchasers have been materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 2 shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase or make an adjustment payment in respect of the related Receivables and the Company has repurchased or made an adjustment payment in Series 1997-2 Supplement respect of the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the any Pooling and Servicing Agreement within five 10 Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Pooling Agreement (Lifestyle Furnishings International LTD)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after the expiration of any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur during the Series 2004-1 Revolving Period with respect to the VFC CertificatesSeries 2004-1 Interests:
(a) failure on the part of the Servicer to make or direct any payment or deposit under any Pooling and Servicing Agreement required to be made or directed by it or failure by the Company to make any payment or deposit required to be made by it under any Pooling and Servicing Agreement which failure continues, in either case, for two Business Days after the date such payment, deposit or amount is required to be made or directed;
(b) failure on the part of the Company to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any of the covenants or agreements of the Company set forth in Section 2.7 and 2.8 of the Agreement or (ii) 33 failure on the part of the Company or the Support Provider duly to observe or perform any (other than as described in any other paragraph of this Section 5.1) other covenants or agreements of the Company or the Support Provider (as applicable) set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from until 10 Business Days after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Support Provider has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company or the Support Provider (as applicable) by the Trustee, or to the Company or the Support Provider (as applicable) and the Trustee by the Control PartyAdministrator;
(c) any representation or warranty made or deemed made by the Company or the Support Provider in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Committed Purchaser (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be materially incorrect for a period of 30 days until 10 Business Days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or the Control Party Support Provider (as applicable) by the Trustee, or to the Company or the Support Provider (as applicable) and the TrusteeTrustee by the Administrator;
(d) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event Servicer Default with respect to Series 1997-1 the Servicer shall not be deemed to have occurred under this paragraph if and be continuing or the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do soServicer shall have resigned;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
(e) a Purchase Termination Event (as defined in the any Receivables Sales Sale Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under such Receivables Sale Agreement or any Seller shall for any reason cease to transfer (other than in accordance with the terms of the applicable Receivables Sale Agreement), or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables pursuant to the applicable Receivables Sale Agreement;
(f) a USSC Change in Control shall have occurred, or any Seller or the Servicer shall cease to be a directly or indirectly wholly-owned, Subsidiary of USSC;
(g) USFS, USSC or any one of USSC's wholly-owned direct or indirect subsidiaries shall cease to own 100% of the ordinary shares of the Company, free and clear of any Lien, other than any Lien in favor of the administrative agent under the Credit Agreement; provided, that 30% of the voting rights with respect to such shares shall be held by the independent director as nominee;
(h) any of the Agreement, the Servicing Agreement, this Supplement or the Receivables Sale Agreements or any material provision of any of the foregoing shall cease, for any reason, to be in full force and effect, or to be the legally valid, binding and enforceable obligation of the Company, the Servicer, the Support Provider or any Seller or the Company, any Seller, the Support Provider or the Servicer or any Affiliate of any thereof shall so assert in writing;
(i) the Trust shall for any reason cease to have a valid and perfected first priority undivided ownership or security interest in the Trust Assets (subject to no other Liens), or any of USSC, USFS, the Company or any Affiliate of any one thereof shall so assert in writing;
(i) there shall have been filed against the Company or the Trust a notice of federal tax Lien from the Internal Revenue Service and 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged (ii) any formal step is taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or (iii) there shall have been filed against USSC, USFS, the Company, any Seller or the Trust a notice of any other Lien the existence of which could reasonably be expected to have a Material Adverse Effect on the business, operations or financial condition of such Person, and 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(k) an event of default under the Credit Agreement shall have occurred and the lender parties thereto shall have caused the indebtedness thereunder to come due prior to its stated maturity;
(l) default by the Company in the payment of an Indebtedness when due or the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Company shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (ii) default by USSC or USFS in the payment of an Indebtedness equal to or in excess of $25,000,000 or the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed and the lender parties thereto shall have caused such Indebtedness to come due prior to its stated maturity;
(m) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company or any of its properties, revenues or rights which could reasonably be expected to have a Material Adverse Effect;
(n) one or more judgments for the payment of money shall be rendered against the Company;
(o) as at the end of any Settlement Accrual Period, the Loss- to-Liquidation average Delinquency Ratio for the three preceding Accrual Periods (including such Accrual Period then ended) shall exceed 4.5%the greater of (x)125% of the highest three-month rolling average Delinquency Ratio for the period from September 1, 2002 through August 31, 2003 and (y) 150% of the average of the three- month rolling average Delinquency Ratio for the period from September 1, 2002 through August 31, 2003;
g(p) as at the end of any Settlement Accrual Period, the Delinquency average Default Ratio for the three preceding Accrual Periods (including such Accrual Period then ended) shall exceed 5.01.10%;
h(q) as at the end of any Settlement Accrual Period, the Default average Dilution Ratio for the three preceding Accrual Periods (including such Accrual Period then ended) shall exceed 8.75%;
(r) as at the end of any fiscal quarter of USSC or USI, the Leverage Ratio shall exceed 6.0%3.0 to 1.0;
(s) as of any day, Consolidated Net Worth shall be less than (i) $450,000,000 minus (ii) amounts permitted to be expended by USI in connection with repurchases or redemptions of its capital stock under Section 6.10 of the Credit Agreement, plus (iii) 50% of Consolidated Net Income (if positive) earned in each fiscal quarter beginning with the fiscal quarter ending June 30, 2003, plus (iv) 50% of the Net Cash Proceeds resulting from issuances of the capital stock of USI or any Subsidiary of USI;
(t) as of the end of any fiscal quarter of USSC or USI, the Fixed Charge Coverage Ratio shall be less than 1.25 to 1.00;
(u) the Series 2004-1 Allocated Receivables Amount shall be less than the Series 2004-1 Target Receivables Amount for more than two consecutive Business Days; or
(v) any Bankruptcy Event shall occur with respect to the Support Provider, and in the case of any such event arising from the commencement of an involuntary proceeding, case or action, such event remains undismissed, undischarged or unbonded for a period of 30 days; then, in the case of (x) any event described in Section 7.1(a) of the Agreement, Section 6.1(g) of any Receivables Sale Agreement or Section 6.1(e) of the Servicing Agreement, after the applicable grace period (if any) set forth in such Section, automatically without any notice or action on the part of the Trustee or Administrator, an early amortization period shall immediately commence or (y) any other event described above or in Section 7.1 of the Agreement, after the expiration of the applicable grace period (if any) set forth in such subsections, the Administrator may, by written notice then given to the Company and the Servicer, declare that an early amortization period has commenced as of the date of such notice with respect to Series 2004-1 (any such period under clause (x) or (y) above, an "EARLY AMORTIZATION PERIOD").
Appears in 1 contract
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "Early Amortization Event") shall occur during the Series 1998-1 Revolving Period with respect to the VFC CertificatesSeries 1998-1 Interests:
(a) (i) failure on the part of the Servicer to direct any payment or deposit to be made or failure of any payment or deposit to be made in respect of interest owing on any VFC Certificates or the Commitment Fee within two Business Days of the date such interest or Commitment Fee is due, (ii) failure on the part of the Servicer to direct any payment or deposit to be made in respect of principal owing on any VFC Certificates on the date such principal is due or (iii) failure on the part of the Servicer to direct any payment or deposit to be made, or of the Company to make any payment or deposit in respect of any other amounts owing by the Company, under any Pooling and Servicing Agreement within two Business Days of the date such other amount is due or such deposit is required to be made;
(b) (i) failure on the part of the Company to make duly observe or perform in any payment (i) in material respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, covenants or agreements of the Company set forth in Sections 2.7(b) or (l) or Section 2.8 of the Agreement or (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company to duly to observe or perform in any material respect any other covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Servicer has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Control Party;Funding Agent or Purchasers representing 25% or more of the Series 1998-1 Invested Amount.
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Purchasers (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be incorrect for a period of until 30 days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or by Purchasers representing 25% or more of the Control Party Series 1998-1 Invested Amount to the Company and the Trustee) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event with respect to the Series 19971998-1 Interests shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the any Pooling and Servicing Agreement within five two Business Days of when the day on which the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Additional Early Amortization Events. If The occurrence of any one of the following events specified in Section 7.1 shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Master Trust Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 1997-1 Certificateholders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period solely with respect to the VFC CertificatesSeries 1997-1:
(a) the Invested Amount is not reduced to zero by the Expected Payment Date;
(b) the United States government or any agency or instrumentality thereof files a notice of a lien under Internal Revenue Code §6323 or any similar statutory provision (including, but not limited to, §302(f) or §4068 of ERISA) on the assets of NFC or NFSC which is or may in the future be prior to the lien of the Master Trust Trustee or the assets of the Master Trust (including, without limitation, proceeds of the Dealer Notes);
(c) failure on the part of the Company Seller (i) to make any payment (i) in respect of principal owing on any VFC Certificates payment, distribution or deposit required under the Agreement within one Business Day five business days of the date such principal is due, required or (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any other material covenants or agreements of the Company set forth in any Pooling and Servicing AgreementSeller, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which continues unremedied for 30 a period of 60 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which after written notice of such failure, requiring the same to be remedied, failure shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control PartySeller;
c(d) any representation or warranty made by the Company in Seller pursuant to the Agreement or any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or information contained in the Insurance Agreement schedule of Dealer Notes delivered thereunder or in any Certificate Purchase Agreement (i) this Series Supplement shall prove to have been incorrect in any material respect when made or when delivered delivered, which representation, warranty or schedule, or the circumstances or condition that caused such representation, warranty or schedule to be incorrect, continues to be incorrect or uncured in any material respect for a period of 30 60 days after the day on which written notice of such failure, requiring the same to be remedied, incorrectness shall have been given by the Trustee to the Company (or the Control Party to the Company Seller and the Trustee) and (ii) as a result of such incorrectness, which the interests of the VFC Series 1997-1 Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, except that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph occur if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company Seller has repurchased the related Receivable Dealer Notes or all such ReceivablesDealer Notes, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Corp)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after the expiration of any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur during the Series 1998-1 Revolving Period with respect to the VFC CertificatesSeries 1998-1 Interests:
(a) (i) failure on the part of the Company Servicer to make direct any payment (i) or deposit to be made or failure of any payment or deposit to be made in respect of principal interest owing on any VFC Certificates within one Business Day of or the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates Commitment Fee within two Business Days of the date such amount interest or Commitment Fee is due or (iiiii) failure on the part of the Servicer to direct any payment or deposit to be made or of the Company to make any payment or deposit in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is duedue or such deposit is required to be made;
(b) (i) failure on the part of the Company to duly observe or perform in any material respect any of the covenants or agreements of the Company set forth in Section 2.7 and 2.8 of the Agreement or (ii) failure on the part of the Company duly to observe or perform in any material respect any other covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for until 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Servicer has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Control PartyFunding Agent or Purchasers representing 25% or more of the Series 1998-1 Invested Amount;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Purchasers (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be materially incorrect for a period of until 30 days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or by Purchasers representing 25% or more of the Control Party Series 1998-1 Invested Amount to the Company and the Trustee) and (ii) as a result of such incorrectness; PROVIDED, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, howeverHOWEVER, that an Early Amortization Event with respect to the Series 19971998-1 Interests shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement and Servicing Agreements within five ten Business Days of when the day on which the Company was obligated to do so;
(d) a Servicer Default with respect to the Allocated Receivables Amount Servicer shall have occurred and be less than continuing or the Target Receivables Amount for a period of five consecutive daysServicer shall have resigned;
(e) a Purchase Termination Event (as defined in the Receivables Sales Sale Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
(f) a USI Change in Control shall have occurred, or any Seller, the Servicer, any Sub-Servicer or the Company shall cease to be a directly or indirectly wholly-owned, Subsidiary of United Stationers Inc.;
(g) any of the Agreement, the Servicing Agreement, this Supplement or the Receivables Sale Agreement shall cease, for any reason, to be in full force and effect, or the Company, the Seller or the Servicer or any Affiliate of any thereof shall so assert in writing;
(h) the Trust shall for any reason cease to have a valid and perfected first priority undivided ownership or security interest in the Trust Assets, as a whole (subject to no other Liens other than Permitted Liens, or any of USSC, the Company or any Affiliate of either thereof shall so assert in writing;
(i) there shall have been filed against USSC, the Company or the Trust (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a Material Adverse Effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(j) an Event of Default under the Credit Agreement shall have occurred and the lender parties thereto shall have caused the indebtedness thereunder to come due prior to its stated maturity;
(k) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company or the Servicer or any properties, revenues or rights of either thereof which could reasonably be expected to have a Material Adverse Effect with respect to such Person;
(l) (i) one or more judgments for the payment of money (to the extent not bonded or covered by insurance to the reasonable satisfaction of the Required APA Banks) shall be rendered against the Company (A) in an aggregate amount greater than $50,000 or (B) that, individually or in the aggregate, have resulted or could reasonably be expected to result in a Material Adverse Effect or (ii) one or more judgments for the payment of money (to the extent not bonded or covered by insurance to the reasonable satisfaction of the Funding Agent) shall be rendered against the Servicer, any Sub-Servicer, any Seller or any combination thereof (A) in an aggregate amount greater than $7,500,000 or (B) that, individually or in the aggregate, have resulted or could reasonably be expected to result in a Material Adverse Effect and, in either case, the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company, the Servicer, any Sub-Servicer or any Seller to enforce any such judgment;
(m) as at the end of any Settlement Period, the Loss- average Loss-to-Liquidation Ratio for the two preceding Settlement Periods (including such Settlement Period then ended) shall exceed 4.51.0%;
g(n) as at the end of any Settlement Period, the Delinquency average Default Ratio for the two preceding Settlement Periods (including such Settlement Period then ended) shall exceed 5.02.75%;
h(o) as at the end of any Settlement Period, the Default average Dilution Ratio for the two preceding Settlement Periods (including such Settlement Period then ended) shall exceed 6.04.25%;
(p) for any Settlement Period, Days Sales Outstanding shall be more than 40 days; or
(q) the Series 1998-1 Allocated Receivables Amount shall be less than the Series 1998-1 Target Receivables Amount for a period of two consecutive business days. then, in the case of (x) any event described in Section 7.1 of the Agreement, after the applicable grace period (if any) set forth in such Section, and paragraphs (h) and (i) above automatically without any notice or action on the part of the Trustee or Purchasers, an early amortization period shall immediately commence or (y) any other event described above, after the expiration of the applicable grace period (if any) set forth in such subsections, the Funding Agent may, and at the written direction of the Required APA Banks shall, by written notice then given to the Company and the Servicer, declare that an early amortization period has commenced as of the date of such notice with respect to Series 1998-1 (any such period under clause (x) or (y) above, an "EARLY AMORTIZATION PERIOD"). Notwithstanding the foregoing, a delay or failure in performance referred to in clause (a) above for a period of five Business Days after the expiration of the applicable grace period, or in clause (b) above for a period of 30 Business Days after the expiration of the applicable grace period, will not constitute an Early Amortization Event if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Company and such delay or failure was caused by a Force Majeure Delay. The Company will nevertheless be required to use its best efforts to perform its obligations in a timely manner in accordance with the terms of the Transaction Documents, and the Company shall promptly give the Trustee an Officer's Certificate notifying it of any such delay or failure.
Appears in 1 contract
Additional Early Amortization Events. If (a) Except as provided in Section 6.1(b), the occurrence of any one of the following events specified in Section 7.1 shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Indenture Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 2003-VFN-A Holders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period solely with respect to the VFC CertificatesSeries 2003-VFN-A:
a(i) on any Determination Date, the average of the Monthly Payment Rates for the three (3) preceding Collection Periods is less than 30%;
(ii) on any Determination Date, the 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 such Payment Date;
(iii) any Servicing Default with respect to Series 2003-VFN-A occurs;
(iv) the Funded Amount is not repaid by the Expected Final Payment Date;
(v) [reserved];
(vi) failure on the part of the Company Transferor, the Servicer or World Omni, as applicable, (a) to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing deposit required by the Company under any Pooling Trust Sale and Servicing Agreement or the Insurance Agreement Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or for Adjustment Payment, on or before the benefit of the VFC Certificateholders or the Enhancement Provider within five date occurring ten Business Days of after the date such other amount payment or deposit is due;required to be made therein; or
(b) failure to deliver a Monthly Payment Date Statement on the part of date required under the Company duly 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 Company set forth in any Pooling the Trust Sale and Servicing Agreement or the Receivables Purchase Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 a period of 45 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which after written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control Party;
c) any representation or warranty made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered which continues to be incorrect for a period of 30 days after the day on which notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Indenture Supplement (Wodfi LLC)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 7.01 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "Early Amortization Event") shall occur during the Series 1997-1 Revolving Period with respect to the VFC CertificatesPeriod:
(a) (i) failure on the part of the Company Master Servicer to make direct any payment (i) in respect to be made, or failure of principal owing on any VFC Certificates within one Business Day of the date such principal is duepayment to be made, (ii) in respect of interest or fees owing on any VFC Term Certificates within two Business Days of the date such amount interest is due or (iiiii) failure on the part of the Master Servicer to direct any payment to be made, or of the Company to make any payment in respect of any other amounts owing by the Company Company, under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Term Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
(b) failure on the part of the Company duly to observe or perform in any material respect any covenants covenant or agreements agreement of the Company set forth in any Pooling Series 1997-1 Supplement 60 and Servicing Agreement (including each covenant contained in Sections 2.07 and 2.08 of the Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which that continues unremedied for 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or, so long as the Master Servicer is an Affiliate of the Company, a Responsible Officer of the Master Servicer has knowledge of such failure or and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by holders of the Control PartyTerm Certificates evidencing 25% or more of the Series 1997-1 Invested Amount;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Term Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered which deemed made that continues to be incorrect for a period of 30 days after the day earlier of (i) the date on which a Responsible Officer of the Company or, so long as the Master Servicer is an Affiliate of the Company, a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee to the Company (or the Control Party to the Company and the Trustee) Trustee by holders of the Term Certificates evidencing 25% or more of the Series 1997-1 Invested Amount and (ii) as a result of such incorrectness, the interests interests, rights or remedies of the VFC Term Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are have been materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase or make an adjustment payment in respect of the related Receivables and the Company has repurchased or made an adjustment payment in respect of the related Receivable Series 1997-1 Supplement 61 or all such Receivables, if applicable, in accordance with the provisions of the any Pooling and Servicing Agreement within five 10 Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Pooling Agreement (Lifestyle Furnishings International LTD)
Additional Early Amortization Events. If The occurrence of any one of the following events specified in Section 7.1 (each, an "Additional Early Amortization Event") and the expiration of any applicable grace period shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 1997-1 Certificateholders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period solely with respect to the VFC CertificatesSeries 1997-1:
(a) failure on the part of the Company Seller or the Servicer to make any transfer, deposit or payment (i) in respect required by the terms of principal owing the Agreement, this Series Supplement, the Certificate Purchase Agreement or any Receivables Purchase Agreement or to give notice to the Trustee to make such transfer, deposit or payment on any VFC Certificates within one Business Day of or before the date such principal is due, (ii) in respect of interest payment or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount deposit is due;
(b) failure on the part of the Company duly Seller or the Servicer to observe or perform in any material respect any material terms, covenants or agreements of the Company set forth in Seller or the Servicer under the Agreement, this Series Supplement, any Pooling and Servicing Receivables Purchase Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (Escrow Deposit Agreement, which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from a period of ten Business Days after the earlier of (ix) the date upon on which a Responsible Officer of the Company obtains knowledge Seller or the Servicer, as applicable, becomes aware of such failure or and (iiy) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company received by the Trustee, Seller or the Company and the Trustee by the Control PartyServicer, as applicable;
(c) any representation representation, warranty, certification or warranty statement made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders Seller or the Enhancement Provider or Servicer in the Insurance Agreement or in Agreement, this Series Supplement, any Receivables Purchase Agreement, the Certificate Purchase Agreement (i) or the Escrow Deposit Agreement or which is contained in any Distribution Date Statement, certificate, document or financial or other statement furnished at any time under any of the foregoing agreements shall prove to have been incorrect in any material respect when made or when delivered deemed made and which continues to be incorrect for a period of 30 days after the day on which notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive 10 days;
(d) [Confidential Treatment Requested];
(e) [Confidential Treatment Requested];
(f) [Confidential Treatment Requested];
(g) the Coverage Amount, if any, or the Escrow Account Amount, if any, relating to any Distribution Date is not paid to the Class A Certificateholders on the applicable Distribution Date;
(h) the Class A Monthly Principal during the Amortization Period is not paid to the Class A Certificateholders on the applicable Distribution Date;
(i) if on any Distribution Date either (A) a Purchase Termination Event Prior Series Deficiency exists pursuant to Section 4.01(c) hereof or (as defined B) if there are no funds available in the Receivables Sales Agreement) which allows Escrow Account to pay amounts then due and owing to the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred Series 1992-1 Certificates and be continuing under the Receivables Sale AgreementSeries 1993-1 Certificates as described in Section 4.01(d);
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Federal Mogul Corp)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one more of the following events shall occur during the Revolving Period with respect to the VFC Certificatesoccur:
(a) failure on an Early Amortization Event as defined in the part of the Company to make any payment Series 1999- 1 Supplement occurs; or
(i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company Depositor (i) to make any payment or deposit required to be made by the Depositor by the terms of (A) the Agreement or (B) this Series Supplement, within five Business Days of Depositor's receipt of written notice of such nonpayment or (ii) duly to observe or perform in any material respect any covenants or agreements of the Company Depositor set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement this Series Supplement, which failure to observe or perform has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) VBC Holders and which continues unremedied for 30 a period of 60 days from after the earlier of (iA) the date upon which a Responsible Officer of the Company obtains Depositor has knowledge of such failure or thereof and (iiB) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company Depositor by the Trustee, or to the Company Depositor and the Trustee by the Control Party;VBC Holders representing more than 50% of the VBC Invested Amount, and continues to affect materially and adversely the interests of the VBC Holders for such period; or
(c) the VBC Invested Amount is not reduced to zero on or before the related Expected Final Distribution Date (as the same has been extended or reextended pursuant to Section 6.2 hereof), or any Controlled Amortization Amount, Commitment Termination Payment or Mandatory Prepayment is not paid in full when due; or
(d) any representation or warranty made by the Company Depositor in the Agreement or this Series Supplement, or any Pooling and Servicing Agreement information contained in a computer file or microfiche list or written list required to be delivered by the Depositor pursuant to Section 2.01, 2.06 or for the benefit 2.08 of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered delivered, which continues to be incorrect in any material respect for a period of 30 60 days after the day earlier of (A) the date the Depositor has knowledge thereof and (B) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Depositor by the Trustee Trustee, or to the Company (or the Control Party to the Company Depositor and the Trustee) Trustee by the VBC Holders representing more than 50% of the VBC Invested Amount, and (ii) as a result of such incorrectness, which the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider VBC Holders are materially and adversely affectedaffected and continue to be materially and adversely affected for such period; provided, however, that an Early Amortization Event with respect pursuant to Series 1997-1 this Section 7.1(d) shall not be deemed to have occurred under this paragraph hereunder if such Early Amortization Event related to the incorrectness breach of such a representation or warranty gives rise that may be cured by reassignment of the affected Receivables pursuant to an obligation to repurchase Section 2.03 or 2.04 of the related Receivables Agreement and if the Company Depositor has accepted reassignment of or repurchased the related Receivable Receivables, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;Agreement; or
d(e) the Allocated sum of (A) the Exchangeable Holder's Interest plus (B) the Principal Receivables Amount shall be that are Eligible Past Due Receivables is reduced below the Required Exchangeable Certificate Amount; or
(f) taken as an average of the relevant calculation for each of the three preceding calendar months:
(i) the Portfolio Yield is less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.512.0%;
g(ii) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0Default Rate exceeds 10.0%;
h(iii) as at the end Excess Spread is less than 1.0%;
(iv) the Delinquency Rate exceeds 3.00%; or
(v) the Monthly Payment Rate is less than 17.5%;
(g) the rating of the Variable Base Certificates is withdrawn or downgraded below BBB. then, in the case of any Settlement Periodsuch event described in this Section 7.1, subject to applicable law, an Early Amortization Event shall occur without any notice or other action on the Default Ratio shall exceed 6.0%;part of the Trustee or the VBC Holders (except as otherwise provided in any such subsection), immediately upon the occurrence of such event.
Appears in 1 contract
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events shall occur during the Revolving Period with respect to the VFC Certificates:
(a) failure on the part of the Company to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees Commitment Fees owing on any VFC Certificates within two Business Days of the date such amount interest is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
(b) failure on the part of the Company duly to observe or perform in any material respect any covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, Agreement or the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which continues unremedied for 30 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control Party;
(c) any representation or warranty made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered which continues to be incorrect for a period of 30 days after the day on which notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 19971996-1 shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;
(d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
(e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
(f) as at the end of any Settlement Period, the Loss- toLoss-to- Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Supplement (Specialty Foods Corp)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Pooling Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "Early Amortization Event") shall occur during the Revolving Period with respect to the Series 2001-VFC Certificates:
(a) (i) failure on the part of the Company Master Servicer to make direct any payment (i) or deposit to be made or failure of any payment or deposit to be made in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of or interest or fees owing on any VFC Certificates within two Business Days of the date such amount interest or principal is due or (iiiii) failure on the part of the Master Servicer to direct any payment or deposit to be made or of the Company to make any payment or deposit in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider Agent within five Business Days of the date such other amount is due;.
(b) failure on the part of the Company or the Master Servicer duly to observe or perform in any material respect any covenants or agreements of the Company or the Master Servicer, as applicable, set forth in any the Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) this Supplement which continues unremedied for 30 until 15 days from after the earlier of (i) the date upon which a any Responsible Officer of the Company or the Master Servicer (so long as the Master Servicer is an Affiliate of the Company) obtains knowledge of such failure or and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company or the Master Servicer, as applicable, by the Trustee, or the Company or the Master Servicer, as applicable, and the Trustee by the Control PartyMajority Certificateholders;
(c) any representation or warranty made by the Company or the Master Servicer in any the Pooling and Servicing Agreement or this Supplement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered deemed made which continues to be incorrect for a period of 30 until 15 days after the day earlier of (i) the date any Responsible Officer of the Company or the Master Servicer (so long as the Master Servicer is an Affiliate of the Company) obtains knowledge of such failure and (ii) the date on which notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, Trustee by the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affectedMajority Certificateholders; provided, however, that an Early Amortization Event with respect to the Series 19972001-1 VFC Certificates shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase acquire the related Receivables and the Company has repurchased acquired the related Receivable or all such Receivables, if applicable, in accordance with the provisions of Section 2.5 of the Pooling Agreement within five two Business Days of when the Company was obligated to do so;
(d) a Master Servicer Default with respect to the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder Master Servicer shall have occurred and be continuing under the Receivables Sale Agreementcontinuing;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Series Supplement Agreement (General Cable Corp /De/)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur during the Series 1998-2 Revolving Period with respect to the VFC CertificatesSeries 1998-2 Interests:
(a) (i) failure on the part of the Company Servicer to make direct any payment or deposit to be made or failure of any payment or deposit to be made in respect of interest owing on any VFC Certificates or the Commitment Fee within two Business Days of the date such interest or Commitment Fee is due, (iii) failure on the part of the Servicer to direct any payment or deposit to be made in respect of principal owing on any VFC Certificates within one Business Day of on the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) failure on the part of the Servicer to direct any payment or deposit to be made, or of the Company to make any payment or deposit in respect of any other amounts owing by the Company Company, under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is duedue or such deposit is required to be made;
(b) (i) failure on the part of the Company to duly observe or perform in any material respect any of the covenants or agreements of the Company set forth in Sections 2.7(b) or (l) or Section 2.8 of the Agreement or (ii) failure on the part of the Company duly to observe or perform in any material respect any other covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Servicer has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Control PartyFunding Agent or Purchasers representing 25% or more of the Series 1998-2 Invested Amount;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Purchasers (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be incorrect for a period of until 30 days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or by Purchasers representing 25% or more of the Control Party Series 1998-2 Invested Amount to the Company and the Trustee) and (ii) as a result of such incorrectness; PROVIDED, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, howeverHOWEVER, that an Early Amortization Event with respect to the Series 19971998-1 2 Interests shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the any Pooling and Servicing Agreement within five ten Business Days of when the day on which the Company was obligated to do so;
(d) a Servicer Default with respect to the Allocated Receivables Amount Servicer shall have occurred and be less than the Target Receivables Amount for a period of five consecutive dayscontinuing;
(e) a Purchase Termination Event (as defined in the Receivables Sales Sale Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred with respect to Core-Xxxx and be continuing under the Receivables Sale Agreement;
(f) as at a Change in Control shall have occurred;
(g) the end Series 1998-2 Allocated Receivables Amount shall be less than the Series 1998-2 Target Receivables Amount for a period of five consecutive Business Days;
(h) any of the Agreement, the Servicing Agreement, this Supplement or the Receivables Sale Agreement shall cease, for any reason, to be in full force and effect in any material respect, or the Company, any Seller, the Servicer, any Sub-Servicer or any Affiliate of any Settlement Periodthereof shall so assert in writing;
(i) the Trust shall for any reason cease to have a valid and perfected first priority undivided ownership or security interest in substantially all of the Trust Assets (subject to no other Liens other than Permitted Liens described in clauses (i) and (iv) of the definition thereof), or any of Core-Xxxx, the Loss- toCompany or any Affiliate of either thereof shall so assert; or
(j) 15 days shall have elapsed after there shall have been filed against Core-Liquidation Ratio Xxxx, the Company or the Trust (i) a notice of federal tax Lien with respect to taxes exceeding $100,000 in the aggregate from the Internal Revenue Service, (ii) a notice of Lien with respect to amounts exceeding $100,000 in the aggregate from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies, (iii) a notice of state tobacco excise tax Lien with respect to taxes exceeding $100,000 in the aggregate from any state Governmental Authority or (iv) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, unless in each case there shall exceed 4.5%have been delivered to the Trustee and each Rating Agency proof of the release of, or payment of amounts secured by, such Lien;
g(k) as at Core-Xxxx or any of its Subsidiaries shall default in the end observance or performance of any Settlement Periodagreement or condition relating to any of its outstanding Indebtedness (including, without limitation, Indebtedness outstanding under the Credit Agreement) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the Delinquency Ratio effect of which default or other event or condition is to cause such Indebtedness to become due prior to its stated maturity; PROVIDED, HOWEVER, that no Early Amortization Event shall exceed 5.0%be deemed to occur under this paragraph unless the aggregate amount of Indebtedness in respect of which any default or other event or condition referred to in this paragraph shall have occurred shall be equal to at least $5,000,000; (l) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company or the Servicer or any properties, revenues or rights of either thereof which could reasonably be expected to have a Material Adverse Effect;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Additional Early Amortization Events. If (a) Except as provided in Section 6.01(b), the occurrence of any one of the following events specified in Section 7.1 shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Indenture Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 2001-1 Noteholders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 solely with respect to Series 2001-1:
(i) on any Determination Date, the average of the Agreement if Monthly Payment Rates for the three preceding Collection Periods is less than 25%;
(ii) on any one of Determination Date, the following events shall occur during Available Subordinated Amount for the Revolving Period 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 with respect to the VFC Certificates:Series 2001-1 Notes occurs;
a(iv) any Carry-Over Amount is outstanding on six consecutive Payment Dates;
(v) failure on the part of the Company Transferor, the Servicer or World Omni, as applicable, (a) to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing deposit required by the Company under any Pooling Trust Sale and Servicing Agreement or the Insurance Agreement Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or for Adjustment Payment, on or before the benefit of the VFC Certificateholders or the Enhancement Provider within five date occurring ten Business Days of after the date such other amount payment or deposit is due;
required to be made therein; or (b) failure to deliver a Payment Date Statement on the part of date required under the Company duly 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 Company set forth in any Pooling the Trust Sale and Servicing Agreement or the Receivables Purchase Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 a period of 45 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which after written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control Party;; and
c(vi) any representation or warranty made by World Omni in the Company Receivables Purchase Agreement or by the Transferor in any Pooling the Trust Sale and Servicing Agreement or any information required to or for be given by the benefit of Transferor to the VFC Certificateholders or Indenture Trustee to identify the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove Accounts 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 30 60 days after the day on which written notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider Noteholders are materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 -------- ------- shall not be deemed to have occurred under this paragraph occur thereunder if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company Transferor has repurchased the related Receivable Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred Trust Sale and be continuing under the Receivables Sale Servicing Agreement;
f(vii) as at the end occurrence of any Settlement an Event of Default with respect to the Series 2001-1 Notes and the declaration that the Series 2001-1 Notes are due and payable pursuant to Section 5.2 of the Indenture;
(viii) on the first day of the Accumulation Period, the Loss- toamount on deposit in the Reserve Fund does not equal or exceed the Reserve Fund Required Amount; and
(ix) on the Expected Principal Payment Date, the Series 2001-Liquidation Ratio shall exceed 4.5%;1 Notes are not paid in full.
g(b) as at In the end case of any Settlement Periodevent described in Section 6.01(a)(iii), (v) or (vi) above, an Early Amortization Event with respect to Series 2001-1 will be deemed to have occurred only if, after the Delinquency Ratio shall exceed 5.0%;
happlicable grace period described in such clauses, either (i) the Indenture Trustee or (ii) Series 2001-1 Noteholders holding Series 2001-1 Notes evidencing more than 50% of the aggregate unpaid principal amount of the Controlling Class of the Series 2001-1 Notes, by written notice to the Certificateholders and the Servicer (and the Indenture Trustee, if such notice is given by Series 2001-1 Noteholders) declare that an Early Amortization Event has occurred as at of the end date of any Settlement Period, the Default Ratio shall exceed 6.0%;such notice.
Appears in 1 contract
Samples: Indenture (Wodfi LLC)
Additional Early Amortization Events. If any one of the events specified in Section SECTION 7.1 of the Agreement (after the expiration of any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur during the Series 2003-1 Revolving Period with respect to the VFC CertificatesSeries 2003-1 Interests:
(a) (i) failure on the part of the Servicer to make or direct any payment or deposit under any Pooling and Servicing Agreement required to be made or directed by it or failure by the Company to make any payment or deposit required to be made by it under any Pooling and Servicing Agreement which failure continues, in either case, for two Business Days after the date such payment, deposit or amount is required to be made or directed;
(b) (i) failure on the part of the Company to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any of the covenants or agreements of the Company set forth in SECTION 2.7 AND 2.8 of the Agreement or (ii) failure on the part of the Company or the Support Provider duly to observe or perform any (other than as described in any other paragraph of this SECTION 5.1) other covenants or agreements of the Company or the Support Provider (as applicable) set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from until 10 Business Days after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Support Provider has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company or the Support Provider (as applicable) by the Trustee, or to the Company or the Support Provider (as applicable) and the Trustee by the Control PartyFunding Agent or Purchasers representing 25% or more of the Series 2003-1 Invested Amount;
(c) any representation or warranty made or deemed made by the Company or the Support Provider in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Purchasers (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be materially incorrect for a period of 30 days until 10 Business Days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or the Control Party Support Provider (as applicable) by the Trustee, or to the Company or the Support Provider (as applicable) and the Trustee) and (ii) as a result of such incorrectness, Trustee by the interests Funding Agent or Purchasers representing 25% or more of the VFC Certificateholders Series 2003-1 Invested Amount;
(without giving effect to the availability of any Enhancementd) or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event a Servicer Default with respect to Series 1997-1 the Servicer shall not be deemed to have occurred under this paragraph if and be continuing or the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do soServicer shall have resigned;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
(e) a Purchase Termination Event (as defined in the any Receivables Sales Sale Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under such Receivables Sale Agreement or any Seller shall for any reason cease to transfer (other than in accordance with the terms of the applicable Receivables Sale Agreement), or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables pursuant to the applicable Receivables Sale Agreement;
(f) a USSC Change in Control shall have occurred, or any Seller or the Servicer shall cease to be a directly or indirectly wholly-owned, Subsidiary of USSC;
(g) USFS, USSC or any one of USSC's wholly-owned direct or indirect subsidiaries shall cease to own 100% of the ordinary shares of the Company, free and clear of any Lien, other than any Lien in favor of the administrative agent under the Credit Agreement; PROVIDED, that 30% of the voting rights with respect to such shares shall be held by the independent director as nominee.
(h) any of the Agreement, the Servicing Agreement, this Supplement or the Receivables Sale Agreements or any material provision of any of the foregoing shall cease, for any reason, to be in full force and effect, or to be the legally valid, binding and enforceable obligation of the Company, the Servicer, the Support Provider or any Seller or the Company, any Seller, the Support Provider or the Servicer or any Affiliate of any thereof shall so assert in writing;
(i) the Trust shall for any reason cease to have a valid and perfected first priority undivided ownership or security interest in the Trust Assets (subject to no other Liens), or any of USSC, USFS, the Company or any Affiliate of any one thereof shall so assert in writing;
(i) there shall have been filed against the Company or the Trust a notice of federal tax Lien from the Internal Revenue Service and 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (ii) any formal step is taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or (iii) there shall have been filed against USSC, USFS, the Company, any Seller or the Trust a notice of any other Lien the existence of which could reasonably be expected to have a Material Adverse Effect on the business, operations or financial condition of such Person, and 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(k) an event of default under the Credit Agreement shall have occurred and the lender parties thereto shall have caused the indebtedness thereunder to come due prior to its stated maturity;
(l) (i) default by the Company in the payment of an Indebtedness when due or the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Company shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (ii) default by USSC or USFS in the payment of an Indebtedness equal to or in excess of $25,000,000 or the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed and the lender parties thereto shall have caused such Indebtedness to come due prior to its stated maturity;
(m) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company or any of its properties, revenues or rights which could reasonably be expected to have a Material Adverse Effect;
(n) (i) one or more judgments for the payment of money shall be rendered against the Company;
(o) as at the end of any Settlement Accrual Period, the Loss- to-Liquidation average Delinquency Ratio for the three preceding Accrual Periods (including such Accrual Period then ended) shall exceed 4.5%(i) 4.8% for any Accrual Period ending on or prior to August 31, 2003 and (ii) thereafter, the greater of (x)125% of the highest three-month rolling average Delinquency Ratio for the period from September 1, 2002 through August 31, 2003 and (y) 150% of the average of the three-month rolling average Delinquency Ratio for the period from September 1, 2002 through August 31, 2003;
g(p) as at the end of any Settlement Accrual Period, the Delinquency average Default Ratio for the three preceding Accrual Periods (including such Accrual Period then ended) shall exceed 5.01.10%;
h(q) as at the end of any Settlement Accrual Period, the Default average Dilution Ratio for the three preceding Accrual Periods (including such Accrual Period then ended) shall exceed 8.75%;
(r) as at the end of any fiscal quarter of USSC or USI, the Leverage Ratio shall exceed 6.0%3.0 to 1.0;
(s) as of any day, Consolidated Net Worth shall be less than (i) $450,000,000 minus (ii) amounts permitted to be expended by USI in connection with repurchases or redemptions of its capital stock under Section 6.10 of the Credit Agreement, plus (iii) 50% of Consolidated Net Income (if positive) earned in each fiscal quarter beginning with the fiscal quarter ending June 30, 2003, plus (iv) 50% of the Net Cash Proceeds resulting from issuances of the capital stock of USI or any Subsidiary of USI;
(t) as of the end of any fiscal quarter of USSC or USI, the Fixed Charge Coverage Ratio shall be less than (i) 1.20 to 1.00 as of March 31, 2003, June 30, 2003 and September 30, 2003 and (ii) 1.25 to 1.00 as of the end of each fiscal quarter thereafter;
(u) the Series 2003-1 Allocated Receivables Amount shall be less than the Series 2003-1 Target Receivables Amount for more than two consecutive Business Days; or
(v) any Bankruptcy Event shall occur with respect to the Support Provider, and in the case of any such event arising from the commencement of an involuntary proceeding, case or action, such event remains undismissed, undischarged or unbonded for a period of 30 days; then, in the case of (x) any event described in Section 7.1(a) of the Agreement, Section 6.1(g) of any Receivables Sale Agreement or Section 6.1(e) of the Servicing Agreement, after the applicable grace period (if any) set forth in such Section, automatically without any notice or action on the part of the Trustee or Purchasers, an early amortization period shall immediately commence or (y) any other event described above or in Section 7.1 of the Agreement, after the expiration of the applicable grace period (if any) set forth in such paragraphs, the Funding Agent may, and at the written direction of the Required APA Banks shall, by written notice then given to the Company and the Servicer, declare that an early amortization period has commenced as of the date of such notice with respect to Series 2003-1 (any such period under clause (x) or (y) above, an "EARLY AMORTIZATION PERIOD").
Appears in 1 contract
Additional Early Amortization Events. If The occurrence of any one of the following events specified in Section 7.1 shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Master Trust Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 1998-1 Certificateholders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period solely with respect to the VFC CertificatesSeries 1998-1:
(a) the Invested Amount is not reduced to zero by the Expected Payment Date;
(b) the United States government or any agency or instrumentality thereof files a notice of a lien under Internal Revenue Code ss.6323 or any similar statutory provision (including, but not limited to, ss.302(f) orss.4068 of ERISA) on the assets of NFC or NFSC which is or may in the future be prior to the lien of the Master Trust Trustee or the assets of the Master Trust (including, without limitation, proceeds of the Dealer Notes);
(c) failure on the part of the Company Seller (i) to make any payment (i) in respect of principal owing on any VFC Certificates payment, distribution or deposit required under the Agreement within one Business Day five business days of the date such principal is due, required or (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any other material covenants or agreements of the Company set forth in any Pooling and Servicing AgreementSeller, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which continues unremedied for 30 a period of 60 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which after written notice of such failure, requiring the same to be remedied, failure shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control PartySeller;
c(d) any representation or warranty made by the Company in Seller pursuant to the Agreement or any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or information contained in the Insurance Agreement schedule of Dealer Notes delivered thereunder or in any Certificate Purchase Agreement (i) this Series Supplement shall prove to have been incorrect in any material respect when made or when delivered delivered, which representation, warranty or schedule, or the circumstances or condition that caused such representation, warranty or schedule to be incorrect, continues to be incorrect or uncured in any material respect for a period of 30 60 days after the day on which written notice of such failure, requiring the same to be remedied, incorrectness shall have been given by the Trustee to the Company (or the Control Party to the Company Seller and the Trustee) and (ii) as a result of such incorrectness, which the interests of the VFC Series 1998-1 Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, except that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph occur if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company Seller has repurchased the related Receivable Dealer Notes or all such ReceivablesDealer Notes, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do soAgreement;
d(e) after the Allocated Receivables 1990 Trust Termination Date, the Seller shall become legally unable for any reason to transfer Dealer Notes to the Master Trust in accordance with the provisions of the Agreement;
(f) on any Transfer Date related to a Due Period commencing after the 1990 Trust Termination Date, the Available Subordinated Amount shall for such Transfer Date will be reduced to an amount less than the Target Receivables Amount for a period of five consecutive daysRequired Subordinated Amount;
e(g) a Purchase any Servicer Termination Event shall occur (as defined in the Receivables Sales Agreementi) which allows would have a material adverse effect on the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred Series 1998-1 Certificateholders and be continuing under (ii) for which the Receivables Sale AgreementServicer has received a notice of termination;
f(h) as the delivery by the Seller to the Master Trust Trustee, after the 1990 Trust Termination Date, of a notice stating that the Seller will no longer continue to sell Dealer Notes to the Master Trust commencing on the date specified in such notice;
(i) after the 1990 Trust Termination Date, the Average Coverage Differential shall be equal to or less than negative two percent (-2.00%) on each of three consecutive Determination Dates;
(j) at the end of any Settlement PeriodDue Period commencing after the 1990 Trust Termination Date, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at Master Trust Seller's Interest is reduced to an amount less than the Master Trust Minimum Seller's Interest and the Seller has failed to assign additional Dealer Notes to the Master Trust in the amount of such deficiency within ten Business Days following the end of such Due Period;
(k) on any Settlement PeriodDetermination Date after the 1990 Trust Termination Date, the Delinquency Ratio shall exceed 5.0%quotient of (i) the product of (a) the sum of Dealer Note Collections for each of the related Due Period and the two immediately preceding Due Periods and (b) four divided by (ii) the daily average principal amount of Dealer Notes outstanding during such Due Periods ("Turnover") is less than 1.7;
h(l) as on any Determination Date after the 1990 Trust Termination Date, the quotient of (i) the sum of Dealer Note Losses for each of the related Due Period and the five immediately preceding Due Periods and (ii) the sum of Principal Collections for each of the related Due Period and the five immediately preceding Due Periods, is greater than or equal to one percent (1.00%);
(m) at any time prior to the end 1990 Trust Termination Date, a 1990 Trust Amortization Event occurs under the 1990 Trust with respect to the Class A-6 Investor Certificate (other than a 1990 Trust Amortization Event that also constitutes an Early Amortization Event under the Master Trust), the Seller is required to repurchase the Class A-6 Investor Certificate under Section 2.06 of the 1990 Trust Agreement, or the Scheduled Class Amortization Date occurs with respect to the Class A-6 Investor Certificate;
(n) any of the Seller, NITC, NIC or NFC shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; or the Seller or NFC shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any other similar applicable federal law, or shall consent to the filing of any Settlement Periodsuch petition, answer or consent; or the Default Ratio Seller, NITC, NIC or NFC shall exceed 6.0%appoint, or consent to the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Seller, NITC, NIC or NFC shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;
(o) any order for relief against any of the Seller, NITC, NIC or NFC shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Seller, NITC, NIC or NFC under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of the Seller, NITC, NIC or NFC of any substantial part of their property, or for the winding up or liquidation of their affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; and
(p) after the 1990 Trust Termination Date, failure on the part of NITC to make a deposit in the Interest Deposit Account required by the terms of the Interest Deposit Agreement on or before the date occurring five Business Days after the date such deposit is required by the Interest Deposit Agreement to be made.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Securities Corp)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one more of the following events shall occur during the Revolving Period with respect to the VFC Certificatesoccur:
(a) failure on the part of the Company Depositor (i) to make any payment or deposit required to be made by the Depositor by the terms of (iA) in respect of principal owing the Agreement or (B) this Series Supplement, on any VFC Certificates within one or before the date occurring two Business Day of Days after the date such principal payment or deposit is due, required to be made herein or (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any covenants or agreements of the Company Depositor set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement this Series Supplement, which failure to observe or perform has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) and which continues unremedied for a period of 30 days from after the earlier of (iA) the date upon which a Responsible Officer of the Company obtains Depositor has knowledge of such failure or thereof and (iiB) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company Depositor by the Trustee, or to the Company Depositor and the Trustee by the Control Party;Holders of Certificates representing more than 50% of the FBC Invested Amount, and continues to affect materially and adversely the interests of the Certificateholders for such period; or
c(b) any representation or warranty made by the Company Depositor in the Agreement or this Series Supplement, or any Pooling and Servicing Agreement information contained in a computer file or microfiche list required to be delivered by the Depositor pursuant to Section 2.01, 2.06 or for the benefit 2.08 of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered delivered, which continues to be incorrect in any material respect for a period of 30 days after the day earlier of (A) the date the Depositor has knowledge thereof and (B) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Depositor by the Trustee Trustee, or to the Company (or the Control Party to the Company Depositor and the Trustee) Trustee by the Holders of Certificates representing more than 50% of the FBC Invested Amount, and (ii) as a result of such incorrectness, which the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affectedaffected and continue to be materially and adversely affected for such period; provided, however, that an Early Amortization Event with respect pursuant to Series 1997-1 this subsection 7.01(b) shall not be deemed to have occurred under this paragraph hereunder if the incorrectness Depositor has accepted reassignment of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;Agreement; or
(c) a Servicer Default occurs; or
(d) Gottschalks Inc. is replaced as the Allocated Servicer; or
(e) for three consecutive Collection Periods one and one-half percent (1.5%) or more of the aggregate balance of all Eligible Receivables are more than 90 days past due; or
(f) the average of the Portfolio Yield for any three consecutive Collection Periods is reduced to a rate which is less than the Base Rate; or
(g) for 60 consecutive days, the balance in the Retained Amount Account shall exceed $375,000; or
(h) the failure to pay the FBC Invested Amount by the Expected Final Payment Date; or the failure to pay the FBC Controlled Distribution Amount on any Distribution Date during the Controlled Amortization Period; or
(i) the Subordinated Invested Amount shall be reduced to zero on a date on which the FBC Invested Amount is greater than zero; or
(j) the Defaulted Amount (net of Recoveries) as a percentage of the average Receivables outstanding, on an annualized basis, exceeds seven percent (7%), for a period of three consecutive Collection Periods; or
(k) an Early Amortization Period for any other Series shall commence; or
(l) the average of the monthly payment rate (i.e., for any Collection Period, a fraction, the numerator of which is the Investor Principal Collections received during such Collection Period, and the denominator of which is the Required Series Pool Balance in effect for such Collection Period) for any three consecutive Collection Periods shall be less than 10%; or
(m) the Target Receivables Amount failure by Gottschalks Inc. at any time to have available one or more working capital credit facilities with an aggregate commitment of at least $20,000,000 provided by one or more commercial banks or other lending institutions; or
(n) Gottschalks Inc. shall have defaulted in the payment of indebtedness for a borrowed money in excess of $500,000 beyond the period of five consecutive days;
e) a Purchase Termination Event (as defined grace provided for in the Receivables Sales Agreement) agreement or instrument under which allows the Company to cease purchasing Receivables from all Sellers thereunder such indebtedness was created or incurred, such indebtedness shall have occurred been declared due and be continuing under payable, such declaration shall not have been rescinded, revoked or stayed and such declaration shall have remained in effect for at least 30 days; or Gottschalks Inc. shall have defaulted on one or more store leases, and the Receivables Sale Agreement;
f) as at net liquidated damages or other net actual losses thereon shall have exceeded $2,000,000 in the end aggregate for any 12 month period; then, in the case of any Settlement Periodevent described in subsections (a) or (b) of this Section 7.01, after the Loss- to-Liquidation Ratio shall exceed 4.5%;
gapplicable grace period, if any, set forth in such subsections, either the Trustee or the Holders of Certificates representing more than 50% of the FBC Invested Amount by notice then given in writing to the Depositor and the Servicer (and to the Trustee if given by Certificateholders) may declare that an early amortization event (an "Early Amortization Event") has occurred as at of the end date of such notice, and, in the case of any Settlement Periodevent described in subsections (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m) or (n) of this Section 7.01, subject to applicable law, an Early Amortization Event shall occur without any notice or other action on the Delinquency Ratio shall exceed 5.0%;
h) part of the Trustee or the Certificateholders (except as at otherwise provided in any such subsection), immediately upon the end occurrence of any Settlement Period, the Default Ratio shall exceed 6.0%;such event.
Appears in 1 contract
Additional Early Amortization Events. If any one of the events specified in Section 7.1 7.01 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "Early Amortization Event"), after grace periods applicable thereto, shall occur during the a Series 2000-1 Revolving Period with respect or a Series 2000-1 Amortization Period pursuant to clause (ii) of the VFC Certificatesdefinition thereof:
(a) (i) failure on the part of the Master Servicer to direct any payment to be made, or failure of any payment to be made, in respect of principal or interest owing on any VFC Certificate or the Commitment Fee and such failure continues for more than five Business Days, or (ii) failure on the part of the Master Servicer to direct any other payment to be made, or failure of the Company to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of any VFC Certificateholder, the VFC Certificateholders Agent, any Purchaser or the Enhancement Provider within any Indemnified Party and such failure continues unremedied for more than five Business Days after the earlier to occur of (x) the date upon which a Responsible Officer of the Master Servicer obtains knowledge of such failure or (y) the date on which written notice of such other amount failure (1) is due;
given to the Master Servicer by the Company or the Trustee or (2) to the Company, to the Trustee and to the Master Servicer by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount; 40 45 (b) failure on the part of the Company duly to observe or perform in any material respect any covenants covenant or agreements agreement of the Company set forth in any Pooling and Servicing Agreement (including each covenant contained in Sections 2.07 and 2.08 of the Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which that continues unremedied for 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or, so long as the Master Servicer is an Affiliate of the Company, the Master Servicer has actual knowledge of such failure or and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Control PartyAgent or Purchasers;
c) any representation or warranty made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered which continues to be incorrect for a period of 30 days after the day on which notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Pooling Agreement (Ingram Micro Inc)
Additional Early Amortization Events. If The occurrence of any one ------------------------------------ of the following events specified in Section 7.1 shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Master Trust Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 2000-VFC Certificateholders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period solely with respect to the VFC CertificatesSeries 2000-VFC:
(a) the Invested Amount is not reduced to zero by the Expected Payment Date;
(b) the United States government or any agency or instrumentality thereof files a notice of a lien under Internal Revenue Code (S)6323 or any similar statutory provision (including, but not limited to, (S)302(f) or (S)4068 of ERISA) on the assets of NFC or NFSC which is or may in the future be prior to the lien of the Master Trust Trustee or the assets of the Master Trust (including, without limitation, proceeds of the Dealer Notes);
(c) failure on the part of the Company Seller (i) to make any payment (i) in respect of principal owing on any VFC Certificates payment, distribution or deposit required under the Agreement within one Business Day five business days of the date such principal is due, required or (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any other material covenants or agreements of the Company set forth in any Pooling and Servicing AgreementSeller, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which continues unremedied for 30 a period of 60 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which after written notice of such failure, requiring the same to be remedied, failure shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control PartySeller;
c(d) any representation or warranty made by the Company in Seller pursuant to the Agreement or any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or information contained in the Insurance Agreement schedule of Dealer Notes delivered thereunder or in any Certificate Purchase Agreement (i) this Series Supplement shall prove to have been incorrect in any material respect when made or when delivered delivered, which representation, warranty or schedule, or the circumstances or condition that caused such representation, warranty or schedule to be incorrect, continues to be incorrect or uncured in any material respect for a period of 30 60 days after the day on which written notice of such failure, requiring the same to be remedied, incorrectness shall have been given by the Trustee to the Company (or the Control Party to the Company Seller and the Trustee) and (ii) as a result of such incorrectness, which the interests of the Series 2000-VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, except that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph occur if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company Seller has repurchased the related Receivable Dealer Notes or all such ReceivablesDealer Notes, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Securities Corp)
Additional Early Amortization Events. If The occurrence of any one of the following events specified in Section 7.1 shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Master Trust Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 2000-VFC Certificateholders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period solely with respect to the VFC CertificatesSeries 2000-VFC:
(a) the Invested Amount is not reduced to zero by the Expected Payment Date;
(b) the United States government or any agency or instrumentality thereof files a notice of a lien under Internal Revenue Code §6323 or any similar statutory provision (including, but not limited to, §302(f) or §4068 of ERISA) on the assets of NFC or NFSC which is or may in the future be prior to the lien of the Master Trust Trustee or the assets of the Master Trust (including, without limitation, proceeds of the Dealer Notes);
(c) failure on the part of the Company Seller (i) to make any payment (i) in respect of principal owing on any VFC Certificates payment, distribution or deposit required under the Agreement within one Business Day five business days of the date such principal is due, required or (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any other material covenants or agreements of the Company set forth in any Pooling and Servicing AgreementSeller, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which continues unremedied for 30 a period of 60 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which after written notice of such failure, requiring the same to be remedied, failure shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control PartySeller;
c(d) any representation or warranty made by the Company in Seller pursuant to the Agreement or any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or information contained in the Insurance Agreement schedule of Dealer Notes delivered thereunder or in any Certificate Purchase Agreement (i) this Series Supplement shall prove to have been incorrect in any material respect when made or when delivered delivered, which representation, warranty or schedule, or the circumstances or condition that caused such representation, warranty or schedule to be incorrect, continues to be incorrect or uncured in any material respect for a period of 30 60 days after the day on which written notice of such failure, requiring the same to be remedied, incorrectness shall have been given by the Trustee to the Company (or the Control Party to the Company Seller and the Trustee) and (ii) as a result of such incorrectness, which the interests of the Series 2000-VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, however, except that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph occur if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company Seller has repurchased the related Receivable Dealer Notes or all such ReceivablesDealer Notes, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do soAgreement;
d(e) the Allocated Receivables Seller shall become legally unable for any reason to transfer Dealer Notes to the Master Trust in accordance with the provisions of the Agreement;
(f) on any Transfer Date related to a Due Period, the Available Subordinated Amount shall for such Transfer Date will be reduced to an amount less than the Target Receivables Amount for a period of five consecutive daysRequired Subordinated Amount;
e(g) a Purchase any Servicer Termination Event (as defined in shall occur for which the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale AgreementServicer has received a notice of termination;
f(h) as the delivery by the Seller to the Master Trust Trustee of a notice stating that the Seller will no longer continue to sell Dealer Notes to the Master Trust commencing on the date specified in such notice;
(i) the Average Coverage Differential shall be equal to or less than negative two percent (-2.00%) on each of three consecutive Determination Dates;
(j) at the end of any Settlement Due Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at Master Trust Seller’s Interest is reduced to an amount less than the Master Trust Minimum Seller’s Interest and the Seller has failed to assign additional Dealer Notes to the Master Trust in the amount of such deficiency within ten Business Days following the end of such Due Period;
(k) on any Settlement PeriodDetermination Date, the Delinquency Ratio shall exceed 5.0%quotient of (i) the product of (a) the sum of Dealer Note Collections for each of the related Due Period and the two immediately preceding Due Periods and (b) four divided by (ii) the daily average principal amount of Dealer Notes outstanding during such Due Periods (“Turnover”) is less than 1.7;
h(l) as at on any Determination Date, the end quotient of (i) the sum of Dealer Note Losses for each of the related Due Period and the five immediately preceding Due Periods and (ii) the sum of Principal Collections for each of the related Due Period and the five immediately preceding Due Periods, is greater than or equal to one percent (1.00%);
(m) [Reserved]
(n) any of the Seller, NITC, NIC or NFC shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; or the Seller or NFC shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any other similar applicable federal law, or shall consent to the filing of any Settlement Periodsuch petition, answer or consent; or the Default Ratio Seller, NITC, NIC or NFC shall exceed 6.0%appoint, or consent to the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the Seller, NITC, NIC or NFC shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;
(o) any order for relief against any of the Seller, NITC, NIC or NFC shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Seller, NITC, NIC or NFC under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of the Seller, NITC, NIC or NFC of any substantial part of their property, or for the winding up or liquidation of their affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; and
(p) failure on the part of NITC to make a deposit in the Interest Deposit Account required by the terms of the Interest Deposit Agreement on or before the date occurring five Business Days after the date such deposit is required by the Interest Deposit Agreement to be made.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Corp)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after the expiration of any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur during the Series 2000-2 Revolving Period with respect to the VFC CertificatesSeries 2000-2 Interests:
(a) (i) failure on the part of the Company Servicer to make direct any payment (i) or deposit to be made or failure of any payment or deposit to be made in respect of principal interest owing on any VFC Certificates within one Business Day of or the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates Commitment Fee within two Business Days of the date such amount interest or Commitment Fee is due or (iiiii) failure on the part of the Servicer to direct any payment or deposit to be made or of the Company to make any payment or deposit in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is duedue or such deposit is required to be made;
(b) failure on the part of the Company to duly observe or perform in any material respect any of the covenants or agreements of the Company set forth in Section 2.7 and 2.8 of the Agreement or (ii) failure on the part of the Company duly to observe or perform in any material respect any other covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for until 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Servicer has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Control PartyAdministrator;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Committed Purchaser (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be materially incorrect for a period of until 30 days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or by the Control Party Administrator to the Company and the Trustee) and (ii) as a result of such incorrectness; PROVIDED, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, howeverHOWEVER, that an Early Amortization Event with respect to the Series 19972000-1 2 Interests shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement and Servicing Agreements within five ten Business Days of when the day on which the Company was obligated to do so;
(d) a Servicer Default with respect to the Allocated Receivables Amount Servicer shall have occurred and be less than continuing or the Target Receivables Amount for a period of five consecutive daysServicer shall have resigned;
(e) a Purchase Termination Event (as defined in the either Receivables Sales Sale Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the either Receivables Sale Agreement;
(f) as at a USI Change in Control shall have occurred, or any Seller, the end Servicer, the Support Provider or the Company shall cease to be a directly or indirectly wholly-owned, Subsidiary of United Stationers Inc.;
(g) any of the Agreement, the Servicing Agreement, this Supplement or the Receivables Sale Agreements shall cease, for any reason, to be in full force and effect, or the Company, the Seller or the Servicer or any Affiliate of any Settlement Periodthereof shall so assert in writing;
(h) the Trust shall for any reason cease to have a valid and perfected first priority undivided ownership or security interest in the Trust Assets, as a whole (subject to no other Liens other than Permitted Liens), or any of USSC, USFS, the Loss- to-Liquidation Ratio Company or any Affiliate of either thereof shall exceed 4.5%so assert in writing;
g(i) as at there shall have been filed against USSC, USFS, the end Company or the Trust (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any Settlement Periodother Lien the existence of which could reasonably be expected to have a Material Adverse Effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(j) an Event of Default under the Credit Agreement shall have occurred and the lender parties thereto shall have caused the indebtedness thereunder to come due prior to its stated maturity;
(k) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company or the Servicer or any properties, revenues or rights of either thereof which could reasonably be expected to have a Material Adverse Effect with respect to such Person;
(1) (i) one or more judgments for the payment of money (to the extent not bonded or covered by insurance to the reasonable satisfaction of the Administrator) shall be rendered against the Company (A) in an aggregate amount greater than $50,000 or (B) that, individually or in the aggregate, have resulted or could reasonably be expected to result in a Material Adverse Effect or (ii) one or more judgments for the payment of money (to the extent not bonded or covered by insurance to the reasonable satisfaction of the Administrator) shall be rendered against the Servicer, the Delinquency Ratio shall exceed 5.0%;
hSupport Provider, any Seller or any combination thereof (A) as at in an aggregate amount greater than $7,500,000 or (B) that, individually or in the end of any Settlement Periodaggregate, have resulted or could reasonably be expected to result in a Material Adverse Effect and, in either case, the Default Ratio same shall exceed 6.0%remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company, the Servicer, the Support Provider or any Seller to enforce any such judgment;
Appears in 1 contract
Additional Early Amortization Events. If (a) Except as provided in Section 6.01(b), the occurrence of any one of the following events specified in Section 7.1 shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Indenture Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 200_-_ Noteholders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 solely with respect to Series 200_-_:
(i) on any Determination Date, the average of the Agreement if Monthly Payment Rates for the three preceding Collection Periods is less than 30%;
(ii) on any one of Determination Date, the following events shall occur during Available Subordinated Amount for the Revolving Period 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 with respect to the VFC Certificates:Series 200_-_ Notes occurs;
a(iv) [any Carry-Over Amount is outstanding on six consecutive Payment Dates];
(v) failure on the part of the Company Transferor, the Servicer or World Omni, as applicable, (a) to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing deposit required by the Company under any Pooling Trust Sale and Servicing Agreement or the Insurance Agreement Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or for Adjustment Payment, on or before the benefit of the VFC Certificateholders or the Enhancement Provider within five date occurring ten Business Days of after the date such other amount payment or deposit is due;
required to be made therein; or (b) failure to deliver a Payment Date Statement on the part of date required under the Company duly 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 Company set forth in any Pooling the Trust Sale and Servicing Agreement or the Receivables Purchase Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 a period of 45 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which after written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control Party;; and
c(vi) any representation or warranty made by World Omni in the Company Receivables Purchase Agreement or by the Transferor in any Pooling the Trust Sale and Servicing Agreement or any information required to or for be given by the benefit of Transferor to the VFC Certificateholders or Indenture Trustee to identify the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove Accounts 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 30 60 days after the day on which written notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider Noteholders are materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph occur thereunder if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company Transferor has repurchased the related Receivable Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;Trust Sale and Servicing Agreement; and
d(vii) the Allocated Receivables Amount shall occurrence of an Event of Default with respect to the Series 200_-_ Notes and the declaration that the Series 200_-_ Notes are due and payable pursuant to Section 5.2 of the Indenture.
(b) In the case of any event described in Section 6.01(a)(iii), (v), (vi) or (vii) above, an Early Amortization Event with respect to Series 200_-_ will be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company deemed to cease purchasing Receivables from all Sellers thereunder shall have occurred only if, after the applicable grace period described in such clauses, either (i) the Indenture Trustee or (ii) Series 200_-_ Noteholders holding Series 200_-_ Notes evidencing more than 50% of the aggregate unpaid principal amount of the Class A Notes, by written notice to the Certificateholders and be continuing under the Receivables Sale Agreement;
fServicer (and the Indenture Trustee, if such notice is given by Series 200_-_ Noteholders) declare that an Early Amortization Event has occurred as at of the end date of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;such notice.
Appears in 1 contract
Samples: Supplement to Indenture (Wodfi LLC)
Additional Early Amortization Events. If The occurrence of any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period be deemed to be an Early Amortization Event solely with respect to the VFC CertificatesSeries 1995-5:
(a) failure on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%;
(b) on any Determination Date, the Available Subordinated Amount for the next Distribution Date will be less than the Required Subordinated Amount on such Determination Date, after giving effect to the distributions to be made on the next Distribution Date;
(c) any Service Default with respect to Series 1995-5 occurs;
(d) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on such last day;
(e) any Carry-over Amount or Additional Carry-over Amount is outstanding on two consecutive Distribution Dates;
(f) the outstanding principal amount of the Series 1995-5 Certificates is not repaid by the Expected Payment Date;
(g) the Trust shall file a petition commencing a voluntary case under any chapter of the Federal bankruptcy laws; or the Trust shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the Trust shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of the Company to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement its property; or the Insurance Agreement to or Trust shall make an assignment for the benefit of the VFC Certificateholders creditors, or the Enhancement Provider within five Business Days of the date such other amount is shall admit in writing its inability to pay its debts generally as they become due;
b(h) failure on any order for relief against the Trust shall have been entered by a court having jurisdiction in the premises under any chapter of the Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Trust under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Trust or of any substantial part of its property, or for the Company duly to observe winding up or perform in any material respect any covenants or agreements liquidation of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which continues unremedied for 30 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which written notice of such failure, requiring the same to be remediedits affairs, shall have been given to the Company by the Trusteeentered, and such decree or the Company and the Trustee by the Control Party;
c) any representation order shall have remained in force undischarged or warranty made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove to have been incorrect in any material respect when made or when delivered which continues to be incorrect unstayed for a period of 30 days after 120 days. The Trustee agrees that upon gaining knowledge of the day on which occurrence of any event described in Section 9.01 of the Agreement or Section 6.01 of this Series Supplement it shall (a) promptly provide notice to the Rating Agencies of the occurrence of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) event and (iib) as a result notify the Series 1995-5 Certificateholders of the occurrence of such incorrectness, the interests event within 45 days of the VFC Certificateholders (without giving effect to expiration of the availability applicable grace period, if any. In the case of any Enhancementevent described in Sections 9.01(f) or (g) of the Enhancement Provider are materially and adversely affected; providedAgreement or Section 6.01(c) of this Series Supplement, however, that an Early Amortization Event with respect to Series 19971995-1 shall not 5 will be deemed to have occurred under this paragraph only if, after the applicable grace period described in such Sections, if any, either the incorrectness Trustee or the Series 1995-5 Certificateholders evidencing more than 50% of the aggregate unpaid principal amount of the Series 1995-5 Certificates by written notice to the Seller and the Servicer (and the Trustee, if given by Series 1995-5 Certificateholders) declare that an Early Amortization Event has occurred as of the date of such representation notice. In the case of any other Early Amortization Event, such Early Amortization Event will be deemed to have occurred immediately upon the occurrence of such event, without any notice or warranty gives rise other action on the part of the Trustee or the Series 1995-5 Certificateholders. In the case of any Early Amortization Event described in Sections 9.01(a), (f) or (g) of the Agreement or this Section 6.01, other than Sections 6.01(f), (g) or (h), provided that (i) no other Early Amortization Event (other than an Early Amortization Event which has resulted in an Early Amortization Period which has terminated as described in clause (c) or clause (d) of the definition thereof in this Series Supplement) has occurred and (ii) the scheduled termination of the Revolving Period has not occurred, the Trustee agrees that it shall request written confirmation from Standard & Poor's that the termination of the Early Amortization Period caused by the occurrence of such Early Amortization Event will not result in the downgrading or withdrawal of such entity's rating of the Series 1995-5 Certificates. The Trustee further agrees that, where applicable, it shall promptly notify the Series 1995-5 Certificateholders that it has received the written confirmation referred to an obligation in the preceding paragraph, and that the Series 1995-5 Certificateholders may elect to repurchase terminate the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Early Amortization Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Carco Auto Loan Master Trust)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one more of the following events shall occur during the Revolving Period with respect to the VFC Certificatesoccur:
(a) failure on the part of the Company Depositor (i) to make any payment or deposit required to be made by the Depositor by the terms of (iA) in respect of principal owing the Agreement or (B) this Series Supplement, on any VFC Certificates within one or before the date occurring two Business Day of Days after the date such principal payment or deposit is due, required to be made herein or (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is due;
b) failure on the part of the Company duly to observe or perform in any material respect any covenants or agreements of the Company Depositor set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement this Series Supplement, which failure to observe or perform has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) and which continues unremedied for a period of 30 days from after the earlier of (iA) the date upon which a Responsible Officer of the Company obtains Depositor has knowledge of such failure or thereof and (iiB) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company Depositor by the Trustee, or to the Company Depositor and the Trustee by the Control Party;Holders of Certificates representing more than 50% of the Invested Amount, and continues to affect materially and adversely the interests of the Certificateholders for such period; or
c(b) any representation or warranty made by the Company Depositor in the Agreement or this Series Supplement, or any Pooling and Servicing Agreement information contained in a computer file or microfiche list required to be delivered by the Depositor pursuant to Section 2.01, 2.06 or for the benefit 2.08 of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered delivered, which continues to be incorrect in any material respect for a period of 30 days after the day earlier of (A) the date the Depositor has knowledge thereof and (B) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Depositor by the Trustee Trustee, or to the Company (or the Control Party to the Company Depositor and the Trustee) Trustee by the Holders of Certificates representing more than 50% of the Invested Amount, and (ii) as a result of such incorrectness, which the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affectedaffected and continue to be materially and adversely affected for such period; provided, however, that an Early Amortization Event with respect pursuant to Series 1997-1 this subsection 7.01(b) shall not be deemed to have occurred under this paragraph hereunder if the incorrectness Depositor has accepted reassignment of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;Agreement; or
(c) a Servicer Default occurs; or
(d) Gottschalks Inc. is replaced as the Allocated Servicer; or
(e) for three consecutive Collection Periods one and one-half percent (1.5%) or more of the aggregate balance of all Eligible Receivables are more than 90 days past due; or
(f) the average of the Portfolio Yield for any three consecutive Collection Periods is reduced to a rate which is less than the Base Rate; or
(g) for 60 consecutive days, the balance in the Retained Amount Account shall exceed $2,500,000; or
(h) the failure to pay the Invested Amount by the Expected Final Payment Date; or the failure to pay the FBC Controlled Distribution Amount on any Distribution Date during the FBC Controlled Amortization Period; or the failure to pay the VBC Controlled Distribution Amount on any Distribution Date during the VBC Controlled Amortization Period; or
(i) the Subordinated Invested Amount (FBC Component) shall be reduced to zero on a date on which the FBC Invested Amount is greater than zero; or the Subordinated Invested Amount (VBC Component) shall be reduced to zero on a date on which the VBC Invested Amount is greater than zero; or
(j) the Defaulted Amount (net of Recoveries) as a percentage of the average Receivables outstanding, on an annualized basis, exceeds seven percent (7%), for a period of three consecutive Collection Periods; or
(k) an Early Amortization Period for any other Series shall commence; or
(l) the average of the monthly payment rate (i.e., for any Collection Period, a fraction, the numerator of which is the Investor Principal Collections received during such Collection Period, and the denominator of which is the Required Series Pool Balance in effect for such Collection Period) for any three consecutive Collection Periods shall be less than 10%; or
(m) the Target Receivables Amount failure by Gottschalks Inc. at any time to have available one or more working capital credit facilities with an aggregate commitment of at least $20,000,000 provided by one or more commercial banks or other lending institutions; or
(n) Gottschalks Inc. shall have defaulted in the payment of indebtedness for a borrowed money in excess of $500,000 beyond the period of five consecutive days;
e) a Purchase Termination Event (as defined grace provided for in the Receivables Sales Agreement) agreement or instrument under which allows the Company to cease purchasing Receivables from all Sellers thereunder such indebtedness was created or incurred, such indebtedness shall have occurred been declared due and be continuing under payable, such declaration shall not have been rescinded, revoked or stayed and such declaration shall have remained in effect for at least 30 days; or Gottschalks Inc. shall have defaulted on one or more store leases, and the Receivables Sale Agreement;
f) as at net liquidated damages or other net actual losses thereon shall have exceeded $2,000,000 in the end aggregate for any 12 month period; then, in the case of any Settlement Periodevent described in subsections (a) or (b) of this Section 7.01, after the applicable grace period, if any, set forth in such subsections, either the Trustee or the Holders of Certificates representing more than 50% of the Invested Amount by notice then given in writing to the Depositor and the Servicer (and to the Trustee if given by Certificateholders) may declare that an early amortization event (an "Early Amortization Event") has occurred as of the date of such notice, and, in the case of any event described in subsections (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m) or (n) of this Section 7.01, subject to applicable law, an Early Amortization Event shall occur without any notice or other action on the part of the Trustee or the Certificateholders (except as otherwise provided in any such subsection), immediately upon the occurrence of such event. Notwithstanding the foregoing, the Loss- to-Liquidation Ratio Early Amortization Events described in Section 7.01(e), (f), (j) and (l) shall exceed 4.5%;
g) as at not become operative until the end of any Settlement July 1994 Collection Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;.
Appears in 1 contract
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur during the Series 1996-1 Revolving Period with respect to the VFC Series 1996-1 Certificates:
(a) (i) failure on the part of the Company Servicer to make direct any payment (i) in respect or deposit to be made or failure of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) payment or deposit to be made in respect of interest or fees owing on any VFC Term Certificates within two Business Days of the date such amount interest is due or (iiiii) failure on the part of the Servicer to direct any payment or deposit to be made or of the Company to make any payment or deposit in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is duedue or such deposit is required to be made;
(b) (i) failure on the part of the Company duly to observe or perform in any material respect any of the covenants or agreements of the Company set forth in Section 2.8 of the Agreement or (ii) failure on the part of the Company duly to observe or perform in any material respect any other covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Servicer has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by Term Certificateholders representing 25% or more of the Control PartySeries 1996-1 Invested Amount;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Term Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be incorrect for a period of 30 days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or by Term Certificateholders representing 25% or more of the Control Party Series 1996-1 Invested Amount to the Company and the Trustee) and (ii) as a result of such incorrectness; PROVIDED, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, howeverHOWEVER, that an Early Amortization Event with respect to the Series 19971996-1 Certificates shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the any Pooling and Servicing Agreement within five ten Business Days of when the day on which the Company was obligated to do so;
(d) a Servicer Default with respect to the Allocated Receivables Amount Servicer shall have occurred and be less than the Target Receivables Amount for a period of five consecutive dayscontinuing;
(e) a Purchase Termination Event (as defined in the Receivables Sales Sale Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
(f) a Change in Control shall have occurred;
(g) the Series 1996-1 Allocated Receivables Amount shall be less than the Series 1996-1 Target Receivables Amount for a period of five consecutive Business Days;
(h) any of the Agreement, the Servicing Agreement, this Supplement, the Receivables Sale Agreement or the Servicer Guarantee shall cease, for any reason, to be in full force and effect, or the Company, any Seller, the Servicer, any Sub-Servicer or any Affiliate of any thereof shall so assert in writing;
(i) the Trust shall for any reason cease to have a valid and perfected first priority undivided ownership or security interest in the Trust Assets (subject to no other Liens other than Permitted Liens described in clauses (i) and (v) of the definition thereof), or any of RS, US Foodservice, the Company or any Affiliate of any thereof shall so assert;
(j) there shall have been filed against RS, US Foodservice, the Company or the Trust (i) a notice of federal tax Lien from the Internal Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies or (iii) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, and, in each case, 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(k) a Reduction shall have occurred and, as a result thereof, the Series 1996-1 Invested Amount shall have been reduced to an amount below $100,000,000; or
(l) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company or the Servicer or any properties, revenues or rights of either thereof which could reasonably be expected to have a Material Adverse Effect with respect to such Person; then, in the case of (x) any event described in Section 7.1 of the Agreement, after the applicable grace period (if any) set forth in such Section, automatically without any notice or action on the part of the Trustee or the Term Certificateholders, an early amortization period shall immediately commence or (y) any other event described above, after the applicable grace period (if any) set forth in such subsections, the Trustee may, and at the written direction of the Majority Term Certificateholders voting as a single class shall, by written notice then given to the Company and the Servicer, declare that an early amortization period has commenced as of the date of such notice with respect to Series 1996-1 (any such period under clause (x) or (y) above, an "EARLY AMORTIZATION PERIOD"); PROVIDED, HOWEVER, that in the case of the event described in clause (g) above, if an Early Amortization Period has not been declared within ten Business Days after the occurrence of such event, then an Early Amortization Period shall occur automatically unless, (i) prior to the end of any Settlement Periodsuch ten Business Day period, the Loss- toSeries 1996-Liquidation Ratio 1 Allocated Receivables Amount shall exceed 4.5%;
gno longer be less than the Series 1996-1 Target Receivables Amount and (ii) so long as at the end Series 1996-1 Allocated Receivables Amount continues to be equal to or greater than the Series 1996-1 Target Receivables Amount, Term Certificateholders representing 66-2/3% or more of the Series 1996-1 Invested Amount voting as a single class shall have waived the occurrence of such event. Notwithstanding the foregoing, a delay or failure in performance referred to in clause (a) or (b)(i) above for a period of up to five Business Days after the applicable grace period, or in clause (b)(ii) above for a period of up to 30 Business Days after the applicable grace period, will not constitute an Early Amortization Event if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Company and such delay or failure was caused by a Force Majeure Delay. The Company nevertheless will be required to use its best efforts to perform its obligations in a timely manner in accordance with the terms of the Transaction Documents, and the Company shall promptly give the Trustee an Officer's Certificate notifying it of any Settlement Period, such failure or delay by the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;Company.
Appears in 1 contract
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after the expiration of any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur during the Series 1998-1 Revolving Period with respect to the VFC CertificatesSeries 1998-1 Interests:
(a) (i) failure on the part of the Company Servicer to make direct any payment (i) or deposit to be made or failure of any payment or deposit to be made in respect of principal interest owing on any VFC Certificates within one Business Day of or the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates Commitment Fee within two Business Days of the date such amount interest or Commitment Fee is due or (iiiii) failure on the part of the Servicer to direct any payment or deposit to be made or of the Company to make any payment or deposit in respect of any other amounts owing by the Company under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is duedue or such deposit is required to be made;
(b) (i) failure on the part of the Company to duly observe or perform in any material respect any of the covenants or agreements of the Company set forth in Section 2.7 and 2.8 of the Agreement or (ii) failure on the part of the 49 Company duly to observe or perform in any material respect any other covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for until 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Servicer has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Control PartyFunding Agent or Purchasers representing 25% or more of the Series 1998-1 Invested Amount;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement Purchasers (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be materially incorrect for a period of until 30 days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or by Purchasers representing 25% or more of the Control Party Series 1998-1 Invested Amount to the Company and the Trustee) and (ii) as a result of such incorrectness; PROVIDED, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, howeverHOWEVER, that an Early Amortization Event with respect to the Series 19971998-1 Interests shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the Pooling Agreement and Servicing Agreements within five ten Business Days of when the day on which the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Second Amended and Restated Series 1998 1 Supplement (United Stationers Supply Co)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur during the Series 1998-1 Revolving Period with respect to the VFC Term Certificates:
(a) (i) failure on the part of the Company Servicer to make direct any payment (i) in respect or deposit to be made or failure of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) payment or deposit to be made in respect of interest or fees owing on any VFC Term Certificates within two Business Days of the date such amount interest is due, (ii) failure on the part of the Servicer to direct any payment or deposit to be made or failure of any payment or deposit to be made in respect of principal owing on any Term Certificates on the date such principal is due or (iii) failure on the part of the Servicer to direct any payment or deposit to be made, or of the Company to make any payment or deposit in respect of any other amounts owing by the Company Company, under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider within five Business Days of the date such other amount is duedue or such deposit is required to be made;
(b) (i) failure on the part of the Company duly to observe or perform in any material respect any of the covenants or agreements of the Company set forth in Section 2.7(b) or (l) or 2.8 of the Agreement or (ii) failure on the part of the Company duly to observe or perform in any material respect any other covenants or agreements of the Company set forth in any Pooling and Servicing Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or the Servicer has knowledge of such failure or (ii) thereof and the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by Term Certificateholders representing 25% or more of the Control PartySeries 1998-1 Invested Amount;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Term Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove proves to have been incorrect in any material respect when made or when delivered which deemed made and (ii) continues to be incorrect for a period of 30 days after the day earlier of the date on which a Responsible Officer of the Company or the Servicer has knowledge thereof and the date on which notice of such failure, requiring the same to be remedied, shall have has been given by the Trustee to the Company (or by Term Certificateholders representing 25% or more of the Control Party Series 1998-1 Invested Amount to the Company and the Trustee) and (ii) as a result of such incorrectness; PROVIDED, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are materially and adversely affected; provided, howeverHOWEVER, that an Early Amortization Event with respect to Series 1997-1 the Term Certificates shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company has repurchased the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the any Pooling and Servicing Agreement within five ten Business Days of when the day on which the Company was obligated to do so;
(d) a Servicer Default with respect to the Allocated Receivables Amount Servicer shall have occurred and be less than the Target Receivables Amount for a period of five consecutive dayscontinuing;
(e) a Purchase Termination Event (as defined in the Receivables Sales Sale Agreement) which allows the Company with respect to cease purchasing Receivables from all Sellers thereunder Core-Xxxx shall have occurred and be continuing under the Receivables Sale Agreement;
(f) a Change in Control shall have occurred;
(g) the Series 1998-1 Allocated Receivables Amount shall be less than the Series 1998-1 Target Receivables Amount for a period of five consecutive Business Days;
(h) any of the Agreement, the Servicing Agreement, this Supplement or the Receivables Sale Agreement shall cease, for any reason, to be in full force and effect in any material respect, or the Company, any Seller, the Servicer, any Sub-Servicer or any Affiliate of any thereof shall so assert in writing;
(i) the Trust shall for any reason cease to have a valid and perfected first priority undivided ownership or security interest in substantially all of the Trust Assets (subject to no other Liens other than Permitted Liens described in clauses (i) and (iv) of the definition thereof), or any of Core-Xxxx, the Company or any Affiliate of any thereof shall so assert;
(j) 15 days shall have elapsed after there shall have been filed against Core-Xxxx, the Company or the Trust (i) a notice of federal tax Lien with respect to taxes exceeding $100,000 in the aggregate from the Internal Revenue Service, (ii) a notice of Lien with respect to amounts exceeding $100,000 in the aggregate from the PBGC under Section 412(n) of the Internal Revenue Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies, (iii) a notice of state tobacco excise tax Lien with respect to taxes exceeding $100,000 in the aggregate from any state Governmental Authority or (iv) a notice of any other Lien the existence of which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of such Person, unless in each case there shall have been delivered to the Trustee and each Rating Agency proof of the release of, or payment of amounts secured by, such Lien;
(k) a Reduction shall have occurred and, as a result thereof, the Series 1998-1 Invested Amount shall have been reduced to an amount below $25,000,000; or
(l) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company or the Servicer or any properties, revenues or rights of either thereof which could reasonably be expected to have a Material Adverse Effect; then, in the case of (x) any event described in Section 7.1 of the Agreement, after the applicable grace period (if any) set forth in such Section, automatically without any notice or action on the part of the Trustee or the Term Certificateholders, an early amortization period shall immediately commence or (y) any other event described above, after the applicable grace period (if any) set forth in such subsections, the Trustee may, and at the written direction of the Majority Term Certificateholders voting as a single class shall, by written notice then given to the Company and the Servicer, declare that an early amortization period has commenced as of the date of such notice with respect to Series 1998-1 (any such period under clause (x) or (y) above, an "EARLY AMORTIZATION PERIOD"); PROVIDED, HOWEVER, that in the case of the event described in clause (g) above, if an Early Amortization Period has not been declared within ten Business Days after the occurrence of such event, then an Early Amortization Period shall occur automatically unless, (i) prior to the end of any Settlement Periodsuch ten Business Day period, the Loss- toSeries 1998-Liquidation Ratio 1 Allocated Receivables Amount shall exceed 4.5%;
gno longer be less than the Series 1998-1 Target Receivables Amount and (ii) so long as at the end Series 1998-1 Allocated Receivables Amount continues to be equal to or greater than the Series 1998-1 Target Receivables Amount, Term Certificateholders representing 66-2/3% or more of the Series 1998-1 Invested Amount voting as a single class shall have waived the occurrence of such event. Notwithstanding the foregoing, a delay or failure in performance referred to in clause (a) or (b)(i) above for a period of up to five Business Days after the applicable grace period, or in clause (b)(ii) above for a period of up to 30 Business Days after the applicable grace period, will not constitute an Early Amortization Event if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Company and such delay or failure was caused by a Force Majeure Delay. The Company nevertheless will be required to use its best efforts to perform its obligations in a timely manner in accordance with the terms of the Transaction Documents, and the Company shall promptly give the Trustee an Officer's Certificate notifying it of any Settlement Period, such failure or delay by the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;Company.
Appears in 1 contract
Additional Early Amortization Events. If (a) Except as provided in Section 6.1(b), the occurrence of any one of the following events specified in Section 7.1 shall, immediately upon the occurrence thereof without notice or other action on the part of the Agreement (after any grace periods Indenture Trustee or consents applicable thereto) shall occur during the Revolving PeriodSeries 2000-VFN Holders, be deemed to be an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if any one of the following events shall occur during the Revolving Period solely with respect to the VFC CertificatesSeries 2000-VFN:
a(i) on any Determination Date, the average of the Monthly Payment Rates for the three (3) preceding Collection Periods is less than 30%;
(ii) on any Determination Date, the 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 such Payment Date;
(iii) any Servicing Default with respect to Series 2000-VFN occurs;
(iv) the Funded Amount is not repaid by the Expected Final Payment Date;
(v) not more than ninety (90) days before the Commitment Expiry Date, as it may be extended from time to time, Agent gives notice of the refusal of APA Banks, as such term is defined in the Note Purchase Agreement, to extend their commitments thereunder;
(vi) failure on the part of the Company Transferor, the Servicer or World Omni, as applicable, (a) to make any payment (i) in respect of principal owing on any VFC Certificates within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two Business Days of the date such amount is due or (iii) in respect of any other amounts owing deposit required by the Company under any Pooling Trust Sale and Servicing Agreement or the Insurance Agreement Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or for Adjustment Payment, on or before the benefit of the VFC Certificateholders or the Enhancement Provider within five date occurring ten Business Days of after the date such other amount payment or deposit is due;
required to be made therein; or (b) failure to deliver a Monthly Payment Date Statement on the part of date required under the Company duly 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 Company set forth in any Pooling the Trust Sale and Servicing Agreement or the Receivables Purchase Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which failure continues unremedied for 30 a period of 45 days from the earlier of (i) the date upon which a Responsible Officer of the Company obtains knowledge of such failure or (ii) the date on which after written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or the Company and the Trustee by the Control Party;
c(vii) any representation or warranty made by World Omni in the Company Receivables Purchase Agreement or by the Transferor in any Pooling the Trust Sale and Servicing Agreement or any information required to or for be given by the benefit of Transferor to the VFC Certificateholders or Indenture Trustee to identify the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) shall prove Accounts 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 30 60 days after the day on which written notice of such failure, requiring the same to be remedied, shall have been given by the Trustee to the Company (or the Control Party to the Company and the Trustee) and (ii) as a result of such incorrectness, the interests of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider Series 2000-VFN Holders are materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 shall not be deemed to have occurred under this paragraph occur thereunder if the incorrectness of such representation or warranty gives rise to an obligation to repurchase the related Receivables and the Company Transferor has repurchased the related Receivable Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of the Pooling Agreement within five Business Days of when the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred Trust Sale and be continuing under the Receivables Sale Servicing Agreement;
f(viii) as at the end occurrence of any Settlement an Event of Default with respect to the Notes and the declaration that the Notes are due and payable pursuant to Section 5.2 of the Indenture; or
(ix) on the first day of the Amortization Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;amount on deposit in the Reserve Fund does not equal the Reserve Fund Required Amount.
g(b) as at In the end case of any Settlement Periodevent described in Section 6.1(a)(vi), (vii) or (viii) above, an Early Amortization Event with respect to Series 2000-VFN will be deemed to have occurred only if, after the Delinquency Ratio shall exceed 5.0%;
happlicable grace period described in such clauses, either (i) the Indenture Trustee or (ii) Series 2000-VFN Holders holding Notes evidencing more than 50% of the aggregate unpaid principal amount of the Notes, by written notice to the Certificateholders and the Servicer (and the Indenture Trustee, if such notice is given by Series 2000-VFN Holders) declare that an Early Amortization Event has occurred as at of the end date of any Settlement Period, the Default Ratio shall exceed 6.0%;such notice.
Appears in 1 contract
Samples: Indenture (Wodfi LLC)
Additional Early Amortization Events. If any one of the events specified in Section 7.1 7.01 of the Agreement (after any grace periods or consents applicable thereto) shall occur during the Revolving Period, an Early Amortization Event shall occur as provided in such Section 7.1 of the Agreement if or any one of the following events (each, an "Early Amortization Event") shall occur during the Series 1997-A Revolving Period with respect to the VFC CertificatesPeriod:
(a) (i) failure on the part of the Company Servicer to make direct any payment (i) or deposit to be made, or failure of any payment or deposit to be made, in respect of principal interest owing on any VFC Certificates Certificate or the Commitment Fee within one Business Day of the date such principal is due, (ii) in respect of interest or fees owing on any VFC Certificates within two five Business Days of the date such amount interest or Commitment Fee is due or (iiiii) failure on the part of the Servicer to direct any payment or deposit to be made, or of the Company to make any payment or deposit in respect of any other amounts owing by the Company Company, under any Pooling and Servicing Agreement or the Insurance Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider Purchasers within five Business Days of the date such other amount is duedue or such deposit is required to be made;
(b) failure on the part of the Company duly to observe or perform in any material respect any covenants covenant or agreements agreement of the Company set forth in any Pooling and Servicing Agreement (including each covenant contained in Sections 2.07 and 2.08 of the Agreement, the Insurance Agreement or any Certificate Purchase Agreement which has a material adverse effect on the Enhancement Provider or the VFC Certificateholders (which determination shall be made without regard to whether any Enhancement is then available from any Enhancement Provider) which that continues unremedied for 30 days from after the earlier of (i) the date upon on which a Responsible Officer of the Company obtains or, so long as the Servicer is an Affiliate of the Company, a Responsible Officer of the Servicer has knowledge of such failure or and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Control PartyAgent or Purchasers evidencing 25% or more of the Series 1997-A Invested Amount;
(c) any representation or warranty made or deemed made by the Company in any Pooling and Servicing Agreement to or for the benefit of the VFC Certificateholders or the Enhancement Provider or in the Insurance Agreement or in any Certificate Purchase Agreement (i) Purchasers shall prove to have been incorrect in any material respect when made or when delivered which deemed made that continues to be incorrect for a period of 30 days after the day earlier of (i) the date on which a Responsible Officer of the Company or, so long as the Servicer is an Affiliate of the Company, a Responsible Officer of the Servicer has knowledge of Series 1997-A Supplement such failure and (ii) the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Company by the Trustee to the Company (or the Control Party to the Company and the Trustee) Trustee by the Agent or Purchasers evidencing 25% or more of the Series 1997-A Invested Amount and (ii) as a result of such incorrectness, the interests interests, rights or remedies of the VFC Certificateholders (without giving effect to the availability of any Enhancement) or the Enhancement Provider are Purchasers have been materially and adversely affected; provided, however, that an Early Amortization Event with respect to Series 1997-1 A shall not be deemed to have occurred under this paragraph if the incorrectness of such representation or warranty gives rise to an obligation to repurchase or make an adjustment payment in respect of the related Receivables and the Company has repurchased or made an adjustment payment in respect of the related Receivable or all such Receivables, if applicable, in accordance with the provisions of the any Pooling and Servicing Agreement within five 10 Business Days of when the day on which the Company was obligated to do so;
d) the Allocated Receivables Amount shall be less than the Target Receivables Amount for a period of five consecutive days;
e) a Purchase Termination Event (as defined in the Receivables Sales Agreement) which allows the Company to cease purchasing Receivables from all Sellers thereunder shall have occurred and be continuing under the Receivables Sale Agreement;
f) as at the end of any Settlement Period, the Loss- to-Liquidation Ratio shall exceed 4.5%;
g) as at the end of any Settlement Period, the Delinquency Ratio shall exceed 5.0%;
h) as at the end of any Settlement Period, the Default Ratio shall exceed 6.0%;
Appears in 1 contract
Samples: Pooling Agreement (American Axle & Manufacturing Holdings Inc)
