Common use of Additional Pay Out Events Clause in Contracts

Additional Pay Out Events. If any one of the following events shall occur with respect to Series [__________]: (a) failure on the part of the Transferor (A) to make any payment or deposit required by the terms of the Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made herein or (B) duly to observe or perform in any material respect any other covenants or agreements of the Transferor set forth in the Agreement which has a material adverse effect on the Series [__________] Certificateholders (which determination shall be made, for so long as the Class C Invested Amount is greater than zero, without reference to whether any funds are available pursuant to Series Enhancement) and continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by Series [__________] Certificateholders aggregating not less than 50% of the sum of the outstanding principal balance of the Series [__________] Certificates; (b) any representation or warranty made by the Transferor in the Agreement or any information contained in a computer file or microfiche list required to be delivered by the Servicer on behalf of the Transferor pursuant to Section 2.01 or 2.09 of the Agreement (A) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by Series [__________] Certificateholders aggregating not less than 50% of the sum of the outstanding principal balance of the Series [__________] Certificates and (B) as a result of which the interests of the Series [__________] Certificateholders are materially and adversely affected (which determination shall be made, for so long as the Class C Invested Amount is greater than zero, without reference to whether any funds are available pursuant to any Series Enhancement); provided, however, that a Pay Out Event pursuant to this subparagraph (b) shall not be deemed to occur hereunder if the Transferor shall have accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period as the Trustee may specify) in accordance with the provisions hereof and of the Agreement; (1) with respect to the last day of any prior Monthly Period during which the Transferor Amount is less than the Required Transferor Amount, the failure of the Transferor to convey on or prior to the Required Designation Date Receivables in Additional Accounts to the Trust such that the Transferor Amount shall be at least equal to the Required Transferor Amount as of the close of business on the applicable Addition Date; or (2) with respect to the last day of any prior Monthly Period during which the product of the aggregate amount of Principal Receivables and one minus the Discount Percentage is less than the Required Principal Balance as of such day, the failure of the Transferor to convey on or prior to the Required Designation Date Receivables in Additional Accounts to the Trust such that the product of the aggregate amount of the Principal Receivables and one minus the Discount Percentage shall be at least equal to the Required Principal Balance as of the close of business on the applicable Addition Date; (d) the Net Portfolio Xxxxx averaged over three consecutive Monthly Periods is less than the Base Rate averaged over such period;