Additional Termination Event will apply. An Additional Termination Event will occur upon the occurrence of any of the following events:
(i) If a Rating Agency Trigger Event (as defined herein) has occurred and SRFP has not complied with Part 5, paragraph (10), an Additional Termination Event shall have occurred with respect to SRFP and SRFP shall be the sole Affected Party with respect to such Additional Termination Event;
(ii) The Trust Fund is terminated pursuant to the Pooling and Servicing Agreement (other than in accordance with clause (iii) below) and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event.
(iii) If, at any time, the Terminator purchases the Mortgage Loans pursuant to Section 9.01 of the Pooling and Servicing Agreement, an Additional Termination Event shall have occurred with respect to Counterparty and each of SRFP and Counterparty shall be an Affected Party with respect to such Additional Termination Event; provided, however, that notwithstanding Section 6(b)(iv) of the Agreement, only Counterparty shall have the right to designate an Early Termination Date in respect of this Additional Termination Event; or
(iv) The Pooling and Servicing Agreement is amended or modified without the prior written consent of SRFP, where such consent is required under the terms of the Pooling and Servicing Agreement and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event.
Additional Termination Event will apply. The following events shall constitute Additional Termination Events in relation to Party B only:-
(a) “Any circumstances arise which, in the opinion of Party A, give reasonable grounds for belief that Party B or any Credit Support Provider of Party B may not, or may be unable to, perform its respective obligations under this Agreement or the Credit Support Document.”
(b) “Party B or any Credit Support Provider of Party B fails to give adequate assurances of its ability to perform its respective obligations under this Agreement or any Credit Support Document on or before the third Business Day after a written request to do so has been given to Party B by Party A.” For the purpose of the foregoing Additional Termination Events, Party B shall be the Affected Party.
Additional Termination Event will apply. The following events shall constitute Additional Termination Events in relation to Party B only:-
Additional Termination Event will apply. In addition to the Additional Termination Events set forth in Part 5(7.8) of this Agreement, the following will each constitute an Additional Termination Event:
(a) The Additional Tax Representation (as defined in Part 5(6) of this Agreement) proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated. For the purpose of the foregoing Additional Termination Event, Party A shall be the sole Affected Party and all Transactions shall be Affected Transactions.
(b) The Relevant Notes are redeemed in full in accordance with the provisions of Condition 5.5 (Optional Redemption for Tax and other Reasons) of the Terms and Conditions. In relation to the foregoing Additional Termination Event, for the purposes of Clause 6.2(d) both parties shall be Affected Parties and all Transactions shall be Affected Transactions and for the purposes of Clause 6.5 Party B shall be the sole Affected Party.
(c) Party A has failed to comply with the requirements of Section 4 of the Swap Disclosure Agreement entered into by Party A and Party B subsequent to the date hereof. For the purpose of the foregoing Termination Event, the Affected Party will be Party A only. Back to Contents
Additional Termination Event will apply. If the Credit Agreement ceases to be in full force and effect, the following will constitute an Additional Termination Event with Party B as the Affected Party, and all Transactions shall be Affected Transactions and Party A shall, at its option, designate an Early Termination Date:
(i) the occurrence of any event or circumstance which, in the opinion of Party A, could reasonably be expected to have a material adverse effect on, or result in a material adverse change in, the business, operations, condition (financial or otherwise), assets, liabilities or capitalization of Party B or any of its Affiliates or which could reasonably be expected to have a material adverse effect on the ability of Party B or any of its Affiliates to perform any of its outstanding financial obligations under this Agreement.
Additional Termination Event will apply. The following shall constitute Additional Termination Events:
(i) The Agent/Security Trustee has declared all amounts due and payable under clause 10.2 (Acceleration) of the Facility Agreement, or any formal step is taken or any procedure is commenced to enforce any Security Document as defined in the Facility Agreement; or
(ii) The Facility Agreement shall be paid or prepaid in full, expire, terminate or otherwise cease to be in full force and effect, other than because of an Event of Default/enforcement event/acceleration with respect to Party B under the Facility Agreement; or
(iii) The Facility Agreement shall be paid, prepaid or cancelled in part by Party B, where such prepayment, repayment or cancellation would result in the total amounts outstanding under the Facility Agreement being less than the then current aggregate Notional Amounts specified for the Transactions relating to the Facility Agreement (“Hedging Transactions”), provided that the Additional Termination Event referred to herein shall only be deemed to occur in respect of a proportion of each Hedging Transaction that corresponds to the proportion of the Facility Agreement so prepaid, repaid or cancelled which portion of each such Hedging Transaction shall be an Affected Transaction; or
(iv) Party A shall cease (a) to be a Lender/party to, or (b) to have any commitments under the Facility Agreement; For the purpose of the foregoing Additional Termination Events, Party B shall be the sole Affected Party and the Early Termination Date shall be the date upon which the notice relating to such event is served.
Additional Termination Event will apply. The following events shall constitute Additional Termination Events in relation to Party B only:-
(i) Party B or any Credit Support Provider of Party B consolidates or amalgamates with, or merges into, or transfers all or substantially all its assets to, another entity ("the Transferee") and such action does not constitute a "Merger Without Assumption" described in Section 5(a)(viii) of this Agreement, but any policy in effect at the time (including any policy relating to lending or credit limits) of Party A would not permit Party A to enter into a Transaction or Transactions with the Transferee on the terms (other than applicable rates) of the Transactions then in effect under this Agreement;
(ii) any circumstances arise which, in the reasonable opinion of Party A, give grounds for belief that Party B or any Credit Support Provider of Party B may not, or may be unable to, perform its obligations under this Agreement or any Credit Support Document;
(iii) Party B, or any Credit Support Provider of Party B, fails to give adequate assurances of its ability to perform its obligations under this Agreement or under any Credit Support Document on or before the third Business Day after a written request to do so has been given to Party B by Party A; and
(iv) The prepayment, repayment or cancellation by Party B in whole of the Loan Facility. For the purpose of each of the Additional Termination Events set out above, Party B shall be the Affected Party.
Additional Termination Event will apply. Each of the following shall constitute an Additional Termination Event with respect to the Party as specified below.
Additional Termination Event will apply. It will constitute an Additional Termination Event hereunder upon the occurrence of any of the following events:
Additional Termination Event will apply. The following Additional Termination Events will apply, in each case with respect to Party B as the sole Affected Party (unless otherwise provided below):
(i) Upon any amendment, supplement, modification or waiver of any provision of the PSA (as defined below) without the consent of Party A that materially and adversely affects the rights or interests of Party A.
(ii) Party A fails to comply with the Rating Agency Downgrade provisions as set forth in Part 5(f) below. For all purposes of this Agreement, Party A shall be the sole Affected Party with respect to the occurrence of a Termination Event described in this Part 1(h)(ii).
(iii) The Servicer exercises its option to purchase the Mortgage Loans pursuant to Section 9.01 of the PSA.
(iv) Upon the irrevocable direction to dissolve or otherwise terminate the Trust following which all assets of the Trust will be liquidated and the proceeds of such liquidation distributed to the Certificateholders.
