Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the due date thereof, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(e)) and such failure shall continue for five (5) consecutive Business Days. (i) Any representation or warranty made by any Seller Party in this Agreement, or in any other Transaction Document shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made. (c) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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. (i) Any Seller Party, any Originator, the Provider or any of their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider or any of their Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider or any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) The Seller shall fail to comply with the terms of SECTION 2.6 hereof. (f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts. (k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement. (m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Pioneer Standard Electronics Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail fail:
(i) to make any payment of any Obligations other than Capital when due and such failure shall continue for more than one (1) Business Day;
(ii) to make any payment or deposit required hereunder within one in respect of Capital when due;
(1iii) Business Day after the due date thereof, to perform or observe any covenant set forth in Section 7.2 hereof; or
(iiiv) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i), (ii) or (iii) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business DaysDays after the earlier of the date upon which such Seller Party (1) obtains knowledge of such failure or (2) receives notice of such failure from the Agent or a Managing Agent.
(ib) Any representation representation, warranty, certification or warranty statement made or deemed made by any Seller Party in this Agreement, any other Transaction Document or in any other Transaction Document shall prove to have been incorrect when made document delivered pursuant hereto or deemed made thereto (excluding any representation, warranty, certification or (ii) any representation or warranty statement made by any Seller Party in relating to the eligibility or characteristics of any notice, report, certificate or other communication hereunder or in connection with any Transaction Document Receivable) shall prove to have been incorrect in any material respect when made or deemed mademade (it being understood that the materiality threshold referenced above shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality qualification).
(c) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000due; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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.
(i) Any Seller Party, any Originator, the Provider Servicer (if Servicer shall then be The Timken Corporation or an Affiliate thereof), Seller, or Performance Guarantor or any of their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider such Person or any of their its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED provided that, in the case of any proceeding instituted against any Originator such Person (other than the ParentSeller), such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty sixty (3060) days, (B) an order for relief shall have been entered against such Originator Person under the Federal bankruptcy laws or (C) such Originator Person shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider such Person or any of their its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio Ratio, with respect to the three months then most recently ended, shall exceed 6.5%, 5.0% or (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or Default Trigger, with respect to any such three-month period ending in Septemberthe three months then most recently ended, October or November 2001, 3.75%) shall exceed 3.5% or (iii) the three-month rolling average Dilution Ratio Ratio, with respect to the three months then most recently ended, shall exceed 7.75%8.00% or (iv) the average Disputed Ratio, with respect to the three months then most recently ended, shall exceed 12.0% and the Disputed Amount shall be greater than or equal to $55,000,000 at the end of such calendar month; provided that in the case of any of the foregoing, (x) during the period from the end of such calendar month to the date (the “Reporting Date”) the Report in respect of such calendar month is required to be delivered in accordance with Section 8.5, the same shall constitute a Potential Amortization Event, and (y) from and after the Reporting Date, the same shall constitute an Amortization Event.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000the Material Judgment Level, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityPerformance Guarantor, and such judgment shall continue unsatisfied and in effect for thirty forty-five (3045) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or Any “Termination Event” shall occur under any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observedAgreement, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" “Termination Date” under and as defined in the any Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" occur under and as defined in the such Receivables Sale Agreement shall occur, or (viii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, transferring Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the applicable Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent Agent, for the benefit of the Purchasers Managing Agents and the Purchasers, shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance UndertakingUndertaking and such failure shall continue for five (5) consecutive Business Days; any representation, warranty, certification or statement made by the Performance Guarantor in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made in any material respect (it being understood that the materiality threshold referenced above shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality qualification); or the Performance Undertaking or any other Transaction Document to which it is party shall cease to be effective or to be the legally valid, binding and enforceable obligation of the ProviderPerformance Guarantor, or the Provider Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider Any Servicer Default shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may occur and be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreementcontinuing.
(m) The Provider Any Person shall take any action (i) to revoke all or any part be appointed as an Independent Director of the Performance UndertakingSeller without prior notice thereof having been given to the Agent and the Managing Agents in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent and the Managing Agents that such Person conforms, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty satisfaction of the due Agent and punctual performance by the Originators of their obligations to Managing Agents, with the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as criteria set forth in the Performance Undertakingdefinition herein of “Independent Director.”
(n) Any governmental authority (including the Internal Revenue Service or the PBGC) shall file notice of any Adverse Claim with regard to any of the assets of Seller or the Receivables to be sold to Seller under any Receivables Sale Agreement.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within when due and, for any such payment or deposit which is not in respect of Capital, such failure continues for one (1) Business Day after the due date thereofday, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph clause (a) and SECTION Sections 9.1(e)) and (g) and such failure shall continue for five (5) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party (i) set forth in this Agreement, Sections 5.1(t) or (u) or otherwise with respect to the eligibility of a Receivable in any other Transaction Document shall prove to have been incorrect in any respect when made or deemed made made, except to the extent that a Deemed Collection has been paid in accordance with Section 2.1 with respect to such breach or (ii) in this Agreement, any representation other Transaction Document or warranty made by any Seller Party in any notice, report, certificate other document delivered pursuant hereto or thereto (other communication hereunder or than as described in connection with any Transaction Document the immediately preceding clause (i)) shall prove to have been incorrect in any material respect when made or deemed made.
(c) (i) Failure of the Seller to pay any Indebtedness when due or the due; (ii) failure of Parent Originator or any other Seller Party or the Provider to pay Indebtedness when due due, which individually or together with such other Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $5,000,0003,000,000; or (iii) the default by Parent Originator or any Seller Party or the Provider in 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 Parent Originator or any Seller Party or the Provider 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.
(id) Any Seller PartyParent Originator, any Originator, the Provider Seller Party or any of their Subsidiaries Material Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Parent Originator, any Seller Party, any Originator, the Provider Party or any of their Subsidiaries Material Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; property or (iii) Parent Originator, any Seller Party, any Originator, the Provider Party or any of their Subsidiaries Material Subsidiary shall take any corporate or other comparable action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Trigger Ratio shall exceed 6.54.0%, (ii) the three-month rolling average Loss-to-Liquidation Default Trigger Ratio shall exceed 3.05.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Trigger Ratio shall exceed 7.751.25%.
(g) The Net Receivables Balance shall be less than the sum of Aggregate Capital plus Aggregate Reserves.
(h) A Change of Control shall occur.
(i) (i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) any Originator or the Servicer shall fail within thirty (30) days to pay, bond or otherwise discharge one or more final judgments for the payment of money in an amount in excess of $5,000,0003,000,000, individually or in the aggregate, shall be entered against aggregate (to the Servicer or the Provider on claims extent not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution).
(i) Any of An “Amortization Event” or the following “Amortization Date” under and each as defined in the SMC Sale Agreement shall occur: occur (iand, with respect to the former, be continuing) under the SMC Sale Agreement, (ii) an “Amortization Event” or the “Amortization Date” under and each as defined in the Parent Sale Agreement shall occur (and, with respect to the former, be continuing) under the Parent Sale Agreement, (iii) Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observedwhich it is a party, (ii) the Seller Selling Subsidiary shall waive or fail to enforce any of its rights under the Parent Sale Agreement after the occurrence of any such failure, or Seller shall fail to enforce its rights under either Receivables Sale Agreement with regard to after the occurrence of any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occursuch failure, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, transferring Receivables to the Seller under the applicable Receivables Sale Agreement, or (v) any Receivables Sale Agreement or the Seller Termination Agreement shall cease to buy be effective or have to be the legal capacity to buy or otherwise be incapable legally valid, binding and enforceable obligation of buying Receivables under the Receivables Sale Agreementany Originator.
(jk) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(kl) The Provider Seller shall fail to perform have a Net Worth equal to or observe any term, covenant or agreement required to be performed by it under greater than the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation lesser of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part 3.0% of the Performance Undertaking, Outstanding Balance of Receivables and (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty 3.0% of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance UndertakingPurchase Limit.
Appears in 1 contract
Samples: Receivables Financing Agreement (Syncor International Corp /De/)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(ai) Any Seller Party shall fail (i) to make any payment or deposit required to be made by such Seller Party hereunder within when due and, for any such payment or deposit which is not in respect of Capital, such failure continues for one (1) Business Day after the due date thereofday, or (ii) any Seller Party shall fail to perform or observe any term, covenant or agreement applicable to it hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION Section 9.1(e)) or any other Transaction Document and such failure shall continue for five (5) three consecutive Business Days.
(b) (i) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this AgreementAgreement (other than the representation or warranty set forth in Section 5.1(v)), any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any the representation or warranty made by any Seller Party set forth in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document Section 5.1(v) shall prove to have been incorrect in any material respect when made or deemed mademade and such breach of Section 5.1(v) is not cured within one Business Day if such breached representation or warranty was made or deemed as of the date of any Weekly Report or Monthly Report or within five Business Days if such breached representation or warranty was made or deemed as of any date other than the date of any Weekly Report or Monthly Report.
(c) Failure of the Seller to pay any Indebtedness when due due; or the failure of any other Seller Party or the Provider Servicer to pay any Indebtedness when due in excess of $5,000,00035 million, individually or in the aggregate, when due; or the default by Servicer, or any Seller Party or the Provider affiliate of Servicer which is a party thereto, in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governedthe Credit Agreement, 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 any Seller Party in excess of $35 million (other than the Credit Agreement) shall be caused to be declared due and payable, or the Provider 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.
(i) Any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or ;
(ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or or
(iii) any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at of the end of any calendar monththe fiscal month covered by the most recent Monthly Report required to be delivered pursuant to Section 8.5 hereof, (i) the three-month rolling average of the Delinquency Ratio Trigger shall exceed 6.5%the Applicable Delinquency Ratio Threshold, (ii) or the three-month rolling average Loss-to-Liquidation of the Dilution Ratio Trigger shall exceed 3.0% (the Applicable Dilution Ratio Threshold, or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution of the Loss Ratio Trigger shall exceed 7.75%the Applicable Loss Ratio Threshold.
(g) A Change of Control shall occur.
(h) (i) One or more final judgments for the payment “Consolidated Interest Coverage Ratio” (as defined in the Credit Agreement) as of money the end of any period of four fiscal quarters of Avnet shall be entered against the Seller less than 3.00 to 1.00 or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty “Consolidated Leverage Ratio” (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may ) at any time shall be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented greater than 4.00 to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement1.00.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party Originator shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the due date thereofwhen due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(e)) or any other Transaction Document to which it is a party and such failure shall continue for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party Originator in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made made; provided, however, that any breach of the representations and warranties set forth in Sections 2.1(i), (s) or (iit) any representation shall not constitute an Amortization Event unless such breach or warranty made by any Seller Party breaches apply in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove the aggregate to have been incorrect in any a material respect when made or deemed madeportion of the Receivables.
(c) Failure of the Seller Originator to pay when due any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due having an outstanding principal balance in excess of $5,000,00025,000,000; or the default by any Seller Party or the Provider Originator in 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 any Seller Party or the Provider Originator 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.
(i) Any Seller Party, any Originator, the Provider Originator or any of their its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Originator or any of their its Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, 18 adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, provided that in the case of event any proceeding such proceedings shall have been instituted against Originator or any Originator other than the ParentSignificant Subsidiary, such event shall not constitute an Amortization Event until either (A) such proceeding proceedings shall have remained continued undismissed or unstayed and in effect for a period of thirty sixty (3060) days, (B) consecutive days or an order for relief shall have been entered against in such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceedingproceedings; or (iii) any Seller Party, any Originator, the Provider Originator or any of their its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses the foregoing clause (i) or (ii) above in of this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%.
(g) A Change of Control shall occur.
(if) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,00025,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityOriginator, and such judgment shall continue unsatisfied and in effect for thirty ten (3010) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the due date thereofwhen due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party or Provider in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made.
(c) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness (other than Indebtedness hereunder), which individually or together with other such Indebtedness as to which any failure exists (other than Indebtedness hereunder) has an aggregate outstanding principal amount equal to or greater than $30,000,000, when due in excess of $5,000,000due; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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.
(id) Any Seller Party, any OriginatorSubsidiary of Seller, the Provider or any of their Subsidiaries Material Provider Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any OriginatorSubsidiary of Seller, the Provider or any of their Subsidiaries Material Provider Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, provided that in the case of event any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed been instituted against such Seller Party, Subsidiary of Seller, Provider or Material Provider Subsidiary, such proceeding shall have continued undismissed, or unstayed and in effect, for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; 60 consecutive days or (iii) any Seller Party, any OriginatorSubsidiary of Seller, the Provider or any of their Subsidiaries Material Provider Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at the end of any calendar month, (i) any calendar month between and including the three-months of February and July, the three month rolling average of the Delinquency Ratio shall exceed 6.519.0%, (ii) any calendar month between and including the three-months of August and January, the three month rolling average of the Delinquency Ratio shall exceed 16.5%, (iii) any calendar month, the three month rolling average of the Loss-to-Liquidation Ratio shall exceed 3.0% 4.0%, (or with respect to iv) any such three-month period ending in Septembercalendar month, October or November 2001, 3.75%) or (iii) the three-three month rolling average of the Dilution Ratio shall exceed 7.7528.0%, (v) [reserved], and (vi) any calendar month, the three month rolling average of the Payment Rate shall be less than 38.0%.
(g) A Change of Control with respect to Originator, Provider or any Seller Party shall occur.
(h) (i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,00030,000,000, individually or in the aggregate, shall be entered against the Servicer Provider or the Provider any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution.
(i) Any The “Termination Date” under and as defined in each of the following Receivables Sale Agreement and the Transfer Agreement shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement occur under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Transfer Agreement or Originator or any Original Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, transferring Receivables to the Seller under the Receivables Sale Agreement or to Originator under the Transfer Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreementas applicable.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with perform or observe the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 Section 7.4 of the Provider Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider Seller shall take any action (ifail to comply with Section 7.1(k)(F) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertakinghereof.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Energizer Holdings Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one when due, and such failure continues for two (12) Business Day after the due date thereofDays, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business DaysDays after the earlier to occur of (A) discovery of such failure by a Seller Party or (B) notice of such failure from the Agent or any Purchaser.
(ib) Any representation representation, warranty or warranty certification made by any Seller Party in this Agreement, any other Transaction Document or in any other Transaction Document shall prove to have been incorrect when made document delivered pursuant hereto or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document thereto shall prove to have been incorrect in any material respect when made or deemed mademade which is not corrected within 5 Business Days after the earliest to occur of (i) discovery of such error by a Seller Party, or (ii) notice of such error from the Agent or any Purchaser.
(c) Failure of the Seller to pay any Indebtedness when due (after taking into account any applicable period of grace) in excess of $10,000 or the failure of any other Seller Party or the Provider Originator to pay Indebtedness when due (after taking into account any applicable period of grace) in excess of $5,000,00025,000,000; or the default by Seller or any Seller Party or the Provider Originator in 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 Seller or any Seller Party or the Provider Originator 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.
(i) Any Seller Party, any Originator, the Provider or any of their Subsidiaries Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by Seller or against any Seller Party, any Originator, the Provider or any of their Subsidiaries Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any proceeding shall be instituted and remain unstayed and undismissed in a court of appropriate jurisdiction for a period of 60 days against Seller Partyor Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any Originatorlaw relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Provider entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of their Subsidiaries its property; or (iv) Seller or Servicer shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i), (ii) or (iiiii) above in of this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at the end of any calendar month, : (i) the three-average of the Delinquency Ratios as at the end of such month rolling average Delinquency Ratio and the two preceding months shall exceed 6.522%, (ii) the three-average of the Default Ratios as at the end of such month rolling average Loss-to-Liquidation Ratio and the two preceding months shall exceed 3.0% (or with respect to any such three-month period ending in September12%, October or November 2001, 3.75%) or (iii) the three-average of the Dilution Ratios as at the end of such month rolling average Dilution Ratio and the two preceding months shall exceed 7.755%.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,00025,000,000, individually or in the aggregate, shall be entered against the Servicer or or, if the Provider Performance Undertaking has been delivered, Performance Guarantor on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(ai) Any Seller Party shall fail (i) to make any payment or deposit required to be made by such Seller Party hereunder within when due and, for any such payment or deposit which is not in respect of Capital, such failure continues for one (1) Business Day after the due date thereofday, or (ii) any Seller Party shall fail to perform or observe any term, covenant or agreement applicable to it hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION Section 9.1(e)) or any other Transaction Document and such failure shall continue for five (5) three consecutive Business Days.
(b) (i) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this AgreementAgreement (other than the representation or warranty set forth in Section 5.1(v)), any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any the representation or warranty made by any Seller Party set forth in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document Section 5.1(v) shall prove to have been incorrect in any material respect when made or deemed mademade and such breach of Section 5.1(v) is not cured within one Business Day if such breached representation or warranty was made or deemed as of the date of any Weekly Report or Monthly Report or within five Business Days if such breached representation or warranty was made or deemed as of any date other than the date of any Weekly Report or Monthly Report.
(c) Failure of the Seller to pay any Indebtedness when due due; or the failure of any other Seller Party or the Provider Servicer to pay any Indebtedness when due in excess of $5,000,00035 million, individually or in the aggregate, when due; or the default by Servicer, or any Seller Party or the Provider affiliate of Servicer which is a party thereto, in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governedthe Credit Agreement, 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 any Seller Party in excess of $35 million (other than the Credit Agreement) shall be caused to be declared due and payable, or the Provider 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.
(i) Any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or ;
(ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or or
(iii) any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at of the end of any calendar monththe fiscal month covered by the most recent Monthly Report required to be delivered pursuant to Section 8.5 hereof, (i) the three-month rolling average of the Delinquency Ratio Trigger shall exceed 6.5%the Applicable Delinquency Ratio Threshold, (ii) or the three-month rolling average Loss-to-Liquidation of the Dilution Ratio Trigger shall exceed 3.0% (the Applicable Dilution Ratio Threshold, or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution of the Loss Ratio Trigger shall exceed 7.75%the Applicable Loss Ratio Threshold.
(g) A Change of Control shall occur.
(h) [Reserved].
(i) (i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,00050,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) 30 consecutive days without a stay of execution.
(ij) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" ; or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, transferring Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(jk) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required to be made by such Seller Party hereunder within when due and, for any such payment or deposit which is not in respect of Capital, such failure continues for one (1) Business Day after the due date thereofday, or (ii) to perform or observe any term, covenant or agreement applicable to it hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION Section 9.1(e)) or any other Transaction Document and such failure shall continue for five three (53) consecutive Business Days.
(b) (i) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this AgreementAgreement (other than the representation or warranty set forth in Section 5.1(v)), any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any the representation or warranty made by any Seller Party set forth in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document Section 5.1(v) shall prove to have been incorrect in any material respect when made or deemed mademade and such breach of Section 5.1(v) is not cured within one (1) Business Day if such breached representation or warranty was made or deemed as of the date of any Weekly Report or Monthly Report or within five (5) Business Days if such breached representation or warranty was made or deemed as of any date other than the date of any Weekly Report or Monthly Report.
(c) Failure of the Seller to pay any Indebtedness when due due; or the failure of any other Seller Party or the Provider Servicer to pay any Indebtedness when due in excess of $5,000,00035 million, individually or in the aggregate, when due; or the default by Servicer, or any Seller Party or the Provider affiliate of Servicer which is a party thereto, in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governedthe Credit Agreement, 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 any Seller Party in excess of $35 million (other than the Credit Agreement) shall be caused to be declared due and payable, or the Provider 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.
(i) Any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; property or (iii) any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at the end of any calendar fiscal month, (i) the three-month rolling average of the Delinquency Ratio Trigger shall exceed 6.58.00%, (ii) or the three-month rolling average Loss-to-Liquidation of the Dilution Ratio Trigger shall exceed 3.0% (9.00%, or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution of the Loss Ratio Trigger shall exceed 7.755.25%.
(g) A Change of Control shall occur.
(h) (i) One or more final judgments for the payment “Consolidated Interest Coverage Ratio” (as defined in the Credit Agreement) as of money the end of any period of four fiscal quarters of Avnet shall be entered against the Seller less than 3.00 to 1.00 or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty “Consolidated Leverage Ratio” (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may ) at any time shall be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented greater than 4.00 to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement1.00.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
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Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party Originator shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the due date thereofwhen due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(e)paragraph (d) hereof) or any other Transaction Document to which it is a party and such failure shall continue for five three (53) consecutive Business Days. Buyer (or its assigns) shall give notice to Originator (which notice may be given telephonically) of any payment to be made by Originator to Buyer (or its assigns) hereunder which is not made when due.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party Originator in this Agreement, any other Transaction Document or in any other Transaction Document shall prove to have been incorrect when made document delivered pursuant hereto or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document thereto shall prove to have been incorrect in any material respect when made or deemed made.
(c) Failure of the Seller Originator to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000; 5,000,000 or the default by any Seller Party or the Provider Originator in 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 any Seller Party or the Provider Originator 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, except to the extent that such failure to pay or perform is due to the existence of a bona fide dispute (as determined solely by the Agent), being contested by Originator in good faith.
(i) Any Seller Party, any Originator, the Provider or any of their Subsidiaries Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider or any of their Subsidiaries Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws property or (Cii) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider or any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses the foregoing clause (i) or (ii) above in of this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one when due and such failure shall continue for two (12) consecutive Business Day after the due date thereofDays, or (ii) to perform or observe any term, covenant or agreement hereunder or under any other Transaction Document (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(eor in Section 7.1(f)(ii)) and such failure shall continue for five fifteen (515) consecutive Business Days.
(ib) Any representation or warranty made by any Seller Party in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any representation certification or warranty statement made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document the foregoing shall prove to have been incorrect in any material respect when made or deemed made.
(c) Failure of (A) the Seller to pay any Indebtedness when due due; or (B) the failure Servicer, any Originator or any of their respective Subsidiaries (other than the Seller) to (i) pay any other Seller Party or the Provider to pay Indebtedness when due due, which individually or together with other such Indebtedness as to which any such failures exists has an aggregate outstanding principal amount in excess of $5,000,000; 50,000,000 (hereinafter, “Material Indebtedness”), or (ii) default in making any payment of any interest on any such Material Indebtedness beyond the default by any Seller Party or the Provider period of grace, if any, provided in the instrument or agreement under which such Material Indebtedness was created, or (iii) default in the observance or performance of any term, provision other agreement or condition relating to any such Material Indebtedness or contained in any instrument or agreement under which evidencing, securing or relating thereto, or any such Indebtedness was created other event shall occur or is governedcondition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders beneficiary of such Material Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; maturity or any such Indebtedness of any Seller Party to become subject to a mandatory offer to purchase by the obligor thereunder or the Provider 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 thereofbecome payable.
(d) (i) Any Seller Party, any Originator, the Provider Originator or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or , (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Originator or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider Originator or any of their respective Subsidiaries shall take any corporate corporate, company or partnership action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller aggregate Purchaser Interests of the Purchasers shall fail to comply with exceed 100% at the terms end of SECTION 2.6 hereofthree (3) consecutive Business Days.
(f) As at the end of any calendar month, :
(i) the three-average of the Default Ratios as at the end of such month rolling average Delinquency Ratio and the two preceding months shall exceed 6.56.0%, ;
(ii) the three-average of the Dilution Ratios as at the end of such month rolling average Loss-to-Liquidation Ratio and the two preceding months shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.751.0%) or ; or
(iii) the three-average of the Loss Ratios as at the end of such month rolling average Dilution Ratio and the two preceding months shall exceed 7.753.0%.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, 50,000,000 or more individually or in the aggregate, shall be entered against the Servicer Servicer, any Originator or any of their respective Subsidiaries (other than the Provider Seller) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty forty-five (3045) consecutive days without a stay of execution.
(i) Any The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement Internal Revenue Code with regard to any failure described in of the immediately preceding clause assets of the Seller or the Originator and such lien shall not have been released within five (5) Business Days, or the Pension Benefit Guaranty Corporation shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Seller, the Originator or any Subsidiaries of the Originator.
(j) (i), (iii) any "Amortization Event" The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller occur under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition shall cease to perform any of their respective material obligations and undertakings under and pursuant to the Provider honoring its obligations as set forth in Receivables Sale Agreement or shall fail to vigorously enforce the Performance Undertaking.rights and remedies accorded under the Receivables Sale Agreement after the occurrence of such failure, or
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the due date thereofwhen due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party or Provider in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made.
(c) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness (other than Indebtedness hereunder), which individually or together with other such Indebtedness as to which any failure exists (other than Indebtedness hereunder) has an aggregate outstanding principal amount equal to or greater than $30,000,000, when due in excess of $5,000,000due; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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.
(id) Any Seller Party, any OriginatorSubsidiary of Seller, the Provider or any of their Subsidiaries Material Provider Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any OriginatorSubsidiary of Seller, the Provider or any of their Subsidiaries Material Provider Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, provided that in the case of event any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed been instituted against such Seller Party, Subsidiary of Seller, Provider or Material Provider Subsidiary, such proceeding shall have continued undismissed, or unstayed and in effect, for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; 60 consecutive days or (iii) any Seller Party, any OriginatorSubsidiary of Seller, the Provider or any of their Subsidiaries Material Provider Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at the end of any calendar month, (i) any calendar month between and including the three-months of February and July, the three month rolling average of the Delinquency Ratio shall exceed 6.519.0%, (ii) any calendar month between and including the three-months of August and January, the three month rolling average of the Delinquency Ratio shall exceed 16.5%, (iii) any calendar month, the three month rolling average of the Loss-to-Liquidation Ratio shall exceed 3.0% 4.5%, (or with respect to iv) any such three-calendar month period ending in Septemberbetween and including the months of November and May, October or November 2001, 3.75%) or (iii) the three-three month rolling average of the Dilution Ratio shall exceed 7.7525.0%, (v) any calendar month between and including the months of June and October, the three month rolling average of the Dilution Ratio shall exceed 32.0%, and (vi) any calendar month, the three month rolling average of the Payment Rate shall be less than 38.0%.
(g) A Change of Control with respect to Originator, Provider or any Seller Party shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,00030,000,000, individually or in the aggregate, shall be entered against the Servicer Provider or the Provider any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution.
(i) Any The “Termination Date” under and as defined in each of the following Receivables Sale Agreement and the Transfer Agreement shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement occur under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Transfer Agreement or Originator or any Original Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, transferring Receivables to the Seller under the Receivables Sale Agreement or to Originator under the Transfer Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreementas applicable.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with perform or observe the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 Section 7.4 of the Provider Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Energizer Holdings Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within when due and such failure shall continue for one (1) Business Day after the due date thereofDay, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(eSection 9.1(b) through (m)) and such failure shall continue for five (5) consecutive Business DaysDays or a “Servicer Default” shall occur under (and as such term is defined in) the Servicing Agreement.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made or and (ii) with respect to any representation representations, warranties, certifications or warranty made by any Seller Party in any noticestatements which do not contain a materiality qualifier, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made.
(c) (i) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider Servicer to pay Indebtedness when due in excess of $5,000,00025,000,000 and such failure shall continue after any applicable grace period; or (ii) the default by any Seller Party or the Provider in 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, unless the obligor under or holder of such Indebtedness shall have waived in writing such circumstance, or such circumstance has been cured so that such circumstance is no longer continuing; or (iii) any such Indebtedness of any Seller Party or the Provider 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 (iv) any “default” under the 1945 Indenture shall occur.
(i) Any Seller Party, any Originator, the Provider or any of their Subsidiaries Party shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider or any of their Subsidiaries Party seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED thatproperty and, in the case of any such proceeding instituted against it (but not instituted by it), any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained remain undismissed or unstayed for a period of thirty (30) 30 days, or any of the actions sought in such proceeding (B) including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; occur or (iii) any Seller Party, any Originator, the Provider or any of their Subsidiaries Party shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION 2.6 Section 2.7 hereof.
(f) As at the end of any calendar month, Accrual Period:
(i) the three-month rolling average Delinquency Ratio of the Dilution Ratios as of the end of such Accrual Period and the two preceding Accrual Periods shall exceed 6.51.75%, or
(ii) the three-month rolling average of the Loss-to-Liquidation Ratio Ratios as of the end of such Accrual Period and the two preceding Accrual Periods shall exceed 3.0% (or with respect to any such three-month period ending in September2.5%, October or November 2001, 3.75%) or or
(iii) the three-month rolling average Dilution Ratio of the Past Due Ratios as of the end of such Accrual Period and the two preceding Accrual Periods shall exceed 7.75%(A) 12.0% for any Accrual Period occurring in May through November of any calendar year or (B) 8.5% for any Accrual Period occurring in December through April of any calendar year, or
(iv) the average of the Days Sales Outstanding Ratios as of the end of such Accrual Period and the two preceding Accrual Periods shall exceed 55 days.
(g) A Change of Control shall occur.
(h) (i) One or more final judgments for the payment of money in an amount in excess of $10,000 shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or 25,000,000 in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and (i) enforcement proceedings have been commenced by any creditor upon any such judgment or (ii) such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" occur under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, transfer Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Administrative Agent for the benefit of the Managing Agents and the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Specified Accounts.
(k) The Provider Consumers shall fail to perform or observe any term, covenant or agreement required maintain a ratio of Total Consolidated Debt to be performed by it under Total Consolidated Capitalization of not greater than 0.70 to 1.0. Defined terms used in this Section 9.1(k) shall have the Performance Undertaking, or the Performance Undertaking shall cease meanings given to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest such terms in any manner such effectiveness, validity, binding nature or enforceability.Schedule C.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 Any term or provision of the Credit Agreement, as such covenants may Securitization Charge Sale Agreement or the Servicing Agreement shall be amended, waived or otherwise modified or waived in accordance with any manner which, in the terms judgment of the Credit Agreement so long as Administrative Agent or any Managing Agent, has an adverse effect on the Collateral Agent and Administrative Agent’s, Managing Agent’s or the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of Purchasers’ interests under this Agreement.
(m) The Provider Any Person shall take any action (i) to revoke all or any part be appointed as an Independent Manager of the Performance UndertakingSeller without prior notice thereof having been given to the Administrative Agent and each Managing Agent in accordance with Section 7.1(b)(ix) or without the written acknowledgement by the Administrative Agent and each Managing Agent that such Person conforms, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty reasonable satisfaction of the due Administrative Agent and punctual performance by each Managing Agent, with the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as criteria set forth in the Performance Undertakingdefinition herein of “Independent Manager.”
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the due date thereofwhen due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party or Provider in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made.
(c) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness (other than Indebtedness hereunder), which individually or together with other such Indebtedness as to which any failure exists (other than Indebtedness hereunder) has an aggregate outstanding principal amount equal to or greater than $30,000,000, when due in excess of $5,000,000due; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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.
(id) Any Seller Party, any OriginatorSubsidiary of Seller, the Provider or any of their Subsidiaries Material Provider Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any OriginatorSubsidiary of Seller, the Provider or any of their Subsidiaries Material Provider Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, provided that in the case of event any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed been instituted against such Seller Party, Subsidiary of Seller, Provider or Material Provider Subsidiary, such proceeding shall have continued undismissed, or unstayed and in effet, for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; 60 consecutive days or (iii) any Seller Party, any OriginatorSubsidiary of Seller, the Provider or any of their Subsidiaries Material Provider Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION ofSection 2.6 hereof.
(f) As at the end of any calendar month, (i) any calendar month between and including the three-months of February and July, the three month rolling average of the Delinquency Ratio shall exceed 6.519.0%, (ii) any calendar month between and including the three-months of August and January, the three month rolling average of the Delinquency Ratio shall exceed 7.5 16.5%, (iii) any calendar month, the three month rolling average of the Loss-to-Liquidation Ratio shall exceed 3.0% 4.5%, (or with respect to iv) any such three-calendar month period ending in Septemberbetween and including the months of November and May, October or November 2001, 3.75%) or (iii) the three-three month rolling average of the Dilution Ratio shall exceed 7.7525.0%, (v) any calendar month between and including the months of June and October, the three month rolling average of the Dilution Ratio shall exceed 32.0%, and (vi) any calendar month, the three month rolling average of the Payment Rate shall be less than 38.0%.
(g) A Change of Control with respect to Originator, Provider or any Seller Party shall occur.
(h) (i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,00030,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, occur under the Receivables Sale Agreement or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, transferring Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with perform or observe the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 Section 7.4 of the 5-Year Revolving Credit Agreement, dated as of March 30, 2000,November 16, 2004, as such covenants revolving credit agreement may be amended, restated, supplemented or otherwise modified or waived in accordance with the terms from time to time, among Xxxxxxx Purina Company, Bank Onethe Provider, JPMorgan Chase Bank, NA N.A., asadministrative agent, Bank of the Credit Agreement so long America, N.A., as the Collateral Agent syndication agent, Citibank, N.A., as documentation agent, and the Required Committed Purchasers have consented financial institutions parties thereto, which agreement has been assigned by Xxxxxxx Purina Company to, and assumed by, Provider pursuant to such amendmentthe Debt Assignment, modification or waiverAssumption and Release Agreement, dated as of April 1, 2000, among Xxxxxxx Purina Company, Provider and Bank One, NA. The Financial Covenants, as so amended, modified or waived in accordance with For the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding Agreement, such covenants shall survive the expiration or termination of such revolving credit agreement and any amendment, restatement, supplement or other modification thereof occurring while JPMorgan Chase Bank, N.A. is not the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreementagent thereunder shall have no effect.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Energizer Holdings Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(ai) Any Seller Party shall fail (iA) to make any payment or deposit required hereunder within one when due and, for any such payment or deposit which is not in respect of Capital, such failure continues for two (12) Business Day consecutive days after such Seller Party has actual knowledge of such failure or through the due date thereofexercise of reasonable business diligence, should have known of such failure, or (iiB) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(eSection 9.1(d)) and such failure shall continue for five (5) consecutive Business DaysDays after such Seller Party has actual knowledge of such failure or through the exercise of reasonable business diligence, should have known of such failure; or (ii) Cardinal shall fail to make any payment in respect of the Demand Loans, whether upon demand or otherwise and such failure continues for two (2) consecutive days after any Seller Party has actual knowledge of such failure or through the exercise of reasonable business diligence, should have known of such failure.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made.
(c) (i) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000due; or the default by any Seller Party or the Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness of Seller 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 any Seller Party or the Provider 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.
(i) Any Seller Party, any Originator, the Provider or any of their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider or any of their Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider or any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cardinal Health Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail fail:
(i) to make any payment of any Obligations other than Capital when due and such failure shall continue for more than three (3) Business Days;
(ii) to make any payment or deposit required hereunder within one in respect of Capital when due;
(1iii) Business Day after the due date thereof, to perform or observe any covenant set forth in Section 7.2 hereof; or
(iiiv) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i), (ii) or (iii) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business DaysDays after the earlier of the date upon which such Seller Party (1) obtains knowledge of such failure or (2) receives notice of such failure from the Agent or a Managing Agent.
(ib) Any representation representation, warranty, certification or warranty statement made or deemed made by any Seller Party in this Agreement, any other Transaction Document or in any other Transaction Document shall prove to have been incorrect when made document delivered pursuant hereto or deemed made thereto (excluding any representation, warranty, certification or (ii) any representation or warranty statement made by any Seller Party in relating to the eligibility or characteristics of any notice, report, certificate or other communication hereunder or in connection with any Transaction Document Receivable) shall prove to have been incorrect in any material respect when made or deemed mademade (it being understood that the materiality threshold referenced above shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality qualification).
(c) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000due; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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.
(i) Any Seller Party, any Originator, the Provider Servicer (if Servicer shall then be The Timken Corporation or an Affiliate thereof), Seller, or Performance Guarantor or any of their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider such Person or any of their its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED provided that, in the case of any proceeding instituted against any Originator such Person (other than the ParentSeller), such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty sixty (3060) days, (B) an order for relief shall have been entered against such Originator Person under the Federal bankruptcy laws or (C) such Originator Person shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider such Person or any of their its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio Ratio, with respect to the three months then most recently ended, shall exceed 6.5%, 5.0% or (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or Default Trigger, with respect to any such three-month period ending in Septemberthe three months then most recently ended, October or November 2001, 3.75%) shall exceed 3.5% or (iii) the three-month rolling average Dilution Ratio Ratio, with respect to the three months then most recently ended, shall exceed 7.75%8.00% or (iv) the average Disputed Ratio, with respect to the three months then most recently ended, shall exceed 12.0% and the Disputed Amount shall be greater than or equal to $55,000,000 at the end of such calendar month; provided that in the case of any of the foregoing, (x) during the period from the end of such calendar month to the date (the “Reporting Date”) the Report in respect of such calendar month is required to be delivered in accordance with Section 8.5, the same shall constitute a Potential Amortization Event, and (y) from and after the Reporting Date, the same shall constitute an Amortization Event.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000the Material Judgment Level, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityPerformance Guarantor, and such judgment shall continue unsatisfied and in effect for thirty forty-five (3045) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or Any “Termination Event” shall occur under any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observedAgreement, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" “Termination Date” under and as defined in the any Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" occur under and as defined in the such Receivables Sale Agreement shall occur, or (viii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, transferring Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the applicable Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent Agent, for the benefit of the Purchasers Managing Agents and the Purchasers, shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider Performance Guarantor shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance UndertakingUndertaking and such failure shall continue for five (5) consecutive Business Days; any representation, warranty, certification or statement made by the Performance Guarantor in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made in any material respect (it being understood that the materiality threshold referenced above shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality qualification); or the Performance Undertaking or any other Transaction Document to which it is party shall cease to be effective or to be the legally valid, binding and enforceable obligation of the ProviderPerformance Guarantor, or the Provider Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider Any Servicer Default shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may occur and be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreementcontinuing.
(m) The Provider Any Person shall take any action (i) to revoke all or any part be appointed as an Independent Director of the Performance UndertakingSeller without prior notice thereof having been given to the Agent and the Managing Agents in accordance with Section 7.1(b)(vii) or without the written acknowledgement by the Agent and the Managing Agents that such Person conforms, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty satisfaction of the due Agent and punctual performance by the Originators of their obligations to Managing Agents, with the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as criteria set forth in the Performance Undertakingdefinition herein of “Independent Director.”
(n) Any governmental authority (including the Internal Revenue Service or the PBGC) shall file notice of any Adverse Claim with regard to any of the assets of Seller or the Receivables to be sold to Seller under any Receivables Sale Agreement.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one when due and, for any such payment or deposit which is not in respect of Capital, such failure continues for three (13) Business Day after the due date thereofdays, or (ii) to perform or observe any term, covenant or agreement hereunder under Section 7.01(a), (b) hereof, or (c) to perform or observe any term, covenant or agreement in this Agreement (other than as referred to in clause clauses (i) and (ii) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five (5) 30 consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this Agreement, or in any other Transaction Document shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate material respect other document delivered pursuant hereto or other communication hereunder or in connection with any Transaction Document thereto shall prove to have been incorrect in any material respect when made or deemed made.
(ci) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000; or the The default by any Seller Party or the Provider Finance Subsidiary in 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, cause such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Finance Subsidiary 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, (ii) a default shall occur in the performance of any Seller Party term, provision or condition contained in the Provider Senior Credit Agreement causing Indebtedness to become due prior to its stated maturity or declared to be due and payable or required to be prepaid prior to the date of maturity thereof (iii) a default shall occur in the performance of any term, provision or condition contained in any agreement under which Material Indebtedness (as defined in the Senior Credit Agreement) was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of the Servicer 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.
(i) Any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; property or (iii) any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller Finance Subsidiary shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) A Change of Control shall occur.
(g) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Trigger Ratio shall exceed 7.75for the three (3) preceding calendar months as reported in the applicable Monthly Reports exceeds 25%.
(gh) A Change As at the end of Control shall occurany calendar month, the average Default Trigger Ratio for the three (3) preceding calendar months as reported in the applicable Monthly Reports exceeds 2.0%.
(i) One or more final judgments As at the end of any calendar month, the average Delinquency Trigger Ratio for the payment of money shall be entered against the Seller or three (ii3) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or preceding calendar months as reported in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreementapplicable Monthly Reports exceeds 3.5%.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms)As at the end of any calendar month, or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent average Days Sales Outstanding Ratio for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest three (3) preceding calendar months as reported in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accountsapplicable Monthly Reports exceeds 105 days.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Wix Filtration Media Specialists, Inc.)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the when due date thereof, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made.
(c) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness (other than Indebtedness hereunder), which individually or together with other such Indebtedness as to which any failure exists (other than Indebtedness hereunder) has an aggregate outstanding principal amount equal to or greater than $10,000,000, when due in excess of $5,000,000due; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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.
(i) Any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; property or (iii) any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average of the Delinquency Ratio shall exceed 6.515.0%, (ii) or the three-month rolling average Loss-to-Liquidation of the Loss‑to‑Liquidation Ratio shall exceed 3.0% (0.25 0.40 %, or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average of the Receivables Dilution Ratio shall exceed 7.754.25%.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,0007,500,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty ten (3010) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, occur under the Receivables Sale Agreement or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, transferring Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(ji) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or (ii) any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or (iii) the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts; provided that with respect to clause (ii) of this paragraph (j), the applicable contest or contests shall involve an aggregate amount in dispute in excess of $100,000.
(ki) The Provider shall fail to perform or observe any termConsolidated Leverage Ratio, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation as of the Providerlast day of each fiscal quarter of Originator, shall be greater than 4.0 to 1.0 or (ii) the Provider Consolidated Interest Coverage Ratio, as of the last day of each fiscal quarter of Originator, shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceabilitybe less than 2.5 to 1.0.
(l) Provider Any Person shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 be appointed as an Independent Director of the Credit Agreement, as such covenants may be amended, modified or waived Seller without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii) or without the terms written acknowledgement by the Agent that such Person conforms, to the satisfaction of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendmentAgent, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as criteria set forth in the Performance Undertakingdefinition herein of "Independent Director."
Appears in 1 contract
Samples: Receivables Purchase Agreement (Graybar Electric Co Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(ai) Any Seller Party shall fail (i) to make any payment or deposit required to be made by such Seller Party hereunder within when due and, for any such payment or deposit which is not in respect of Capital, such failure continues for one (1) Business Day after the due date thereofday, or (ii) any Seller Party shall fail to perform or observe any term, covenant or agreement applicable to it hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION Section 9.1(e)) or any other Transaction Document and such failure shall continue for five three (53) consecutive Business Days.
(b) (i) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this AgreementAgreement (other than the representation or warranty set forth in Section 5.1(v)), any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any the representation or warranty made by any Seller Party set forth in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document Section 5.1(v) shall prove to have been incorrect in any material respect when made or deemed mademade and such breach of Section 5.1(v) is not cured within one (1) Business Day if such breached representation or warranty was made or deemed as of the date of any Weekly Report or Monthly Report or within five (5) Business Days if such breached representation or warranty was made or deemed as of any date other than the date of any Weekly Report or Monthly Report.
(c) Failure of the Seller to pay any Indebtedness when due due; or the failure of any other Seller Party or the Provider Servicer to pay any Indebtedness when due in excess of $5,000,00035 million, individually or in the aggregate, when due; or the default by Servicer, or any Seller Party or the Provider affiliate of Servicer which is a party thereto, in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governedthe Credit Agreement, 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 any Seller Party in excess of $35 million (other than the Credit Agreement) shall be caused to be declared due and payable, or the Provider 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.
(i) Any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at of the end of any calendar monththe fiscal month covered by the most recent Monthly Report required to be delivered pursuant to Section 8.5 hereof, (i) the three-month rolling average of the Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%.Ratio
(g) A Change of Control shall occur.
(h) (i) One or more final judgments for the payment “Consolidated Interest Coverage Ratio” (as defined in the Credit Agreement) as of money the end of any period of four fiscal quarters of Avnet shall be entered against the Seller less than 3.00 to 1.00 or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty “Consolidated Leverage Ratio” (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may ) at any time shall be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented greater than 4.00 to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement1.00.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party The Seller, the Servicer or any Originator shall fail (i) to make any payment or deposit required hereunder within or under any other Transaction Document when due and such failure continues unremedied for one (1) Business Day after the due date thereofDay, or (ii) to perform or observe any term, covenant or agreement hereunder or under any other Transaction Document (other than as referred to in clause (i) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by the Seller, the Servicer, any Seller Party Originator, or the Performance Guarantor in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made.
(c) Failure of the Seller to pay any Indebtedness when due or the failure of the Performance Guarantor, the Servicer or any other Seller Party or the Provider Originator to pay Indebtedness when due in excess of $5,000,000; or the default by any Seller Party or the Provider such Person in 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 any Seller Party or the Provider such Person 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.
(i) Any Seller Partyof the Performance Guarantor, any Originator, the Provider Servicer or any of their Subsidiaries the Seller shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, such Person (including any Originator, the Provider or any of their Subsidiaries such Subsidiary) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; property or (iii) any Seller Partythe Performance Guarantor, any Originator, the Provider Servicer or any of their Subsidiaries the Seller shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller Aggregate Capital and the Aggregate Reserves shall fail at any time exceed the sum of (i) the Net Receivables Balance and (ii) the amount of Collections held in the Concentration Account pursuant to comply with Sections 2.2 and 2.3 (other than any amount held in the terms Collection Account for the payment of SECTION 2.6 hereofthe Obligations described in clause (i) of Section 2.2(a)).
(f) As at The arithmetic average of the end of Delinquency Ratios for any three consecutive calendar month, (i) the three-month rolling average Delinquency Ratio months shall exceed 6.5%, (ii) 6.0% or the three-month rolling arithmetic average Loss-to-Liquidation Ratio of the Default Ratios for any three consecutive calendar months shall exceed 3.02.20% (or with respect to the arithmetic average of the Dilution Ratios for any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio three consecutive calendar months shall exceed 7.752.10%.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty fifteen (3015) consecutive days Business Days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Purchase Agreement (American Commercial Lines LLC)
Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:
(a) Any Seller Loan Party shall fail (i) to make any payment or deposit (i) of principal when required hereunder within one (1) Business Day after to be made by it under the due date thereof, Transaction Documents; or (ii) to perform of any other Obligation or observe any term, covenant or agreement hereunder (other than as referred to in amount not covered by clause (i) of this paragraph (a) and SECTION 9.1(e)) when required to be made by it under the Transaction Documents and such failure shall continue continues for five (5) consecutive Business Days.days. Second Amended and Restated Credit and Security Agreement
(ib) Any representation representation, warranty, certification or warranty statement made or deemed made by any Seller Loan Party in this Agreement, any Transaction Document to which it is a party or in any other Transaction Document document delivered pursuant thereto shall prove to have been incorrect when made false or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made; provided that the materiality threshold in the foregoing clause shall not be applicable with respect to any representation or warranty which itself is subject to a materiality threshold.
(c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due.
(d) Except as provided in any other subsection or clause of this Section 9.1, any Loan Party shall fail to perform or observe any other covenant or agreement contained in any Transaction Document, and such failure shall continue for thirty (30) consecutive days.
(e) Failure of the Seller Borrower to pay any Indebtedness (other than the Obligations) when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000; or the default by any Seller Party or the Provider Borrower in 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 any Seller Party or the Provider Borrower 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.
(if) Any Seller Failure of BSX (at any time while it is a Loan Party, any Originator, the Provider ) or any of their its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability other than Borrower to pay its debts generally or shall make a general assignment for the benefit Indebtedness in excess of creditors$100,000,000 in aggregate principal amount (hereinafter, “Material Indebtedness”) when due taking into account any applicable grace period; or the default by BSX (iiat any time while it is a Loan Party) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider or any of their its Subsidiaries seeking other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or cause such Material Indebtedness to become due prior to its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it stated maturity; or any substantial part Material Indebtedness of its property; PROVIDED that, in the case of BSX (at any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (Atime while it is a Loan Party) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider or any of their its Subsidiaries other than Borrower shall take any corporate action be declared to authorize any be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of the actions set forth in clauses (i) or (ii) above in this subsection (d)maturity thereof.
(eg) The Seller An Event of Bankruptcy shall fail occur with respect to comply with the terms any Loan Party or any Material Subsidiary of SECTION 2.6 hereofany Loan Party.
(fh) As at the end of any calendar month, Calculation Period:
(i) the three-month rolling average Delinquency Past Due Ratio shall exceed 6.55.00%, or
(ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%8.00% for any other three-month period.
(gi) A Change of Control shall occur.
(ij) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, decrees shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described Subsidiaries involving in the immediately preceding clause aggregate a liability (i)not paid or in excess of the amount recoverable by insurance) of $100,000,000 (net of any related tax benefit) or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, or one or more judgments or decrees shall be entered against the Borrower, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof. Second Amended and Restated Credit and Security Agreement
(iiik) any "Amortization Event" The “Sale Termination Date” under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" occur or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying transferring Receivables under the Receivables Sale Agreement.
(jl) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceabilityBorrower, or the Collateral Administrative Agent for the benefit of the Purchasers Secured Parties shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this AgreementCollateral.
(m) The Provider shall take On any action Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Obligations in accordance with this Agreement, (i) to revoke all any Group’s Loans at any time outstanding shall exceed the aggregate amount of such Group’s Liquidity Banks’ Commitments or any part of the Performance Undertaking, (ii) the Net Pool Balance shall be less than the sum of (A) the Aggregate Principal plus (B) the Required Reserve.
(n) The Internal Revenue Service shall file notice of a lien pursuant to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty Section 6323 of the due and punctual performance by the Originators of their obligations Code with regard to the Seller under or in respect any of the Sale AgreementCollateral and such lien shall not have been released within seven (7) days, or (iii) the PBGC shall file notice of a lien pursuant to require Section 4068 of ERISA with regard to any of the Collateral Agent to commence an action against and such lien shall not have been released within seven (7) days.
(o) As at the Seller or last day of any Originator as a condition to period of four consecutive fiscal quarters of BSX, the Provider honoring its obligations as set forth in Consolidated Leverage Ratio shall exceed the Performance UndertakingMaximum Leverage Ratio.
Appears in 1 contract
Samples: Credit and Security Agreement (Boston Scientific Corp)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the when due date thereof, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION paragraph 9.1(e)) and such failure shall continue for five three (53) consecutive Business Days.. 25
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made.
(c) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness (other than Indebtedness hereunder), which individually or together with other such Indebtedness as to which any failure exists (other than Indebtedness hereunder) has an aggregate outstanding principal amount equal to or greater than $10,000,000, when due in excess of $5,000,000due; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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.
(i) Any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; property or (iii) any Seller Party, any Originator, the Provider Party or any of their its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION Section 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average of the Delinquency Ratio shall exceed 6.515.010.0%, (ii) or the three-month rolling average Loss-to-Liquidation of the Loss‑to‑Liquidation Ratio shall exceed 3.0% (0.40%, or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average of the Receivables Dilution Ratio shall exceed 7.754.25%.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Graybar Electric Co Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the due date thereofwhen due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(e)) or any other Transaction Document to which it is a party and such failure shall continue for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made made; provided, however, that any breach of the representations and warranties set forth in Sections 2.1(i), (s) or (iit) any representation shall not constitute an Amortization Event unless such breach or warranty made by any Seller Party breaches apply in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove the aggregate to have been incorrect in any a material respect when made or deemed madeportion of the Receivables.
(c) Failure of the Seller to pay when due any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due having an outstanding principal balance in excess of $5,000,00050,000,000; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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.
(i) Any Seller Party, any Originator, the Provider or any of their its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider or any of their its Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, provided that in the case of event any proceeding such proceedings shall have been instituted against Seller or any Originator other than the ParentSignificant Subsidiary, such event shall not constitute an Amortization Event until either (A) such proceeding proceedings shall have remained continued undismissed or unstayed and in effect for a period of thirty sixty (3060) days, (B) consecutive days or an order for relief shall have been entered against in such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceedingproceedings; or (iii) any Seller Party, any Originator, the Provider or any of their its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses the foregoing clause (i) or (ii) above in of this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%.
(g) A Change of Control shall occur.
(if) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,00025,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibilitySeller, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any of Seller Party or Servicer shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the when due date thereof, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION Section 9.1(e)) and such failure shall continue continues for five three (53) consecutive Business DaysDays after an Authorized Officer of Seller or Servicer becomes aware of such failure.
(b) (i) Any representation or warranty made by any Seller Party or Servicer in this Agreement, or in any other Transaction Document Agreement shall prove to have been incorrect when made or deemed made made, or (ii) any representation representation, warranty, certification or warranty statement made by any Seller Party or Servicer in any notice, report, certificate or other communication hereunder Transaction Document or in connection with any Transaction Document other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made.
(c) The occurrence of any of the following:
(i) Failure of the Seller to pay any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000; or the due;
(ii) The default by any Seller Party or the Provider in the performance of any term, provision or condition contained in any agreement (besides this 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 any Indebtedness to cause, such cause Indebtedness to become due prior to its stated maturity; or any such Indebtedness of any Seller Party or the Provider 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.;
(iiii) The failure of the Servicer to pay any Indebtedness when due which Indebtedness individually or in the aggregate exceeds $15,000,000 ("Material Indebtedness");
(iv) The default by the Servicer in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of Material Indebtedness to cause Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness 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
(v) Any Seller Party, any Originator, (A) "Event of Default" under or in connection with the Provider or any of their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; Credit Agreement or (iiB) event, circumstance or condition having the effect of permitting termination of any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider or any of their Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief financing commitments or the appointment acceleration of a receiverany outstanding Indebtedness or recourse to any guaranty or collateral for any outstanding Indebtedness under the Credit Agreement shall occur or exist; provided, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case absence of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization "Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider or any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any Default,"Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after to be made by it under the Transaction Documents when due date thereofand, for any such payment or (ii) to perform or observe any termdeposit which is not in respect of the Aggregate Invested Amount, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(e)) and such failure shall continue continues for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party in this Agreement, any Transaction Document to which it is a party or in any other Transaction Document document delivered pursuant thereto shall prove to have been incorrect when made or deemed made or (ii) any representation or warranty made by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made.
(c) Any Seller Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when performance or observance is due.
(d) Any Seller Party shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for ten (10) consecutive Business Days.
(e) Failure of the Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000; or the default by any Seller Party or the Provider in 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 any Seller Party or the Provider 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.
(i) Any Seller Party, any Originator, the Provider or any of their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider or any of their Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event shall not constitute an Amortization Event until either (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider or any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%.
(g) A Change of Control shall occur.
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Wolverine Tube Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party Originator shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after the due date thereofwhen due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(e)) or any other Transaction Document to which it is a party and such failure shall continue for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by any Seller Party Originator in this Agreement, any other Transaction Document or in any other Transaction Document document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made made; provided, however, that any breach of the representations and warranties set forth in Sections 2.1(i), (s) or (iit) any representation shall not constitute an Amortization Event unless such breach or warranty made by any Seller Party breaches apply in any notice, report, certificate or other communication hereunder or in connection with any Transaction Document shall prove the aggregate to have been incorrect in any a material respect when made or deemed madeportion of the Receivables.
(c) Failure of the Seller Originator to pay when due any Indebtedness when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due having an outstanding principal balance in excess of $5,000,00025,000,000; or the default by any Seller Party or the Provider Originator in 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 any Seller Party or the Provider Originator 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.
(i) Any Seller Party, any Originator, the Provider Originator or any of their its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator, the Provider Originator or any of their its Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, provided that in the case of event any proceeding such proceedings shall have been instituted against Originator or any Originator other than the ParentSignificant Subsidiary, such event shall not constitute an Amortization Event until either (A) such proceeding proceedings shall have remained continued undismissed or unstayed and in effect for a period of thirty sixty (3060) days, (B) consecutive days or an order for relief shall have been entered against in such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceedingproceedings; or (iii) any Seller Party, any Originator, the Provider Originator or any of their its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses the foregoing clause (i) or (ii) above in of this subsection (d).
(e) The Seller shall fail to comply with the terms of SECTION 2.6 hereof.
(f) As at the end of any calendar month, (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Loss-to-Liquidation Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.75%) or (iii) the three-month rolling average Dilution Ratio shall exceed 7.75%.
(g) A Change of Control shall occur.
(if) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,00025,000,000, individually or in the aggregate, shall be entered against the Servicer or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityOriginator, and such judgment shall continue unsatisfied and in effect for thirty ten (3010) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Receivables Sale Agreement (Anixter International Inc)
Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:
(a) Any Seller Loan Party or Performance Guarantor shall fail (i) to make any payment or deposit required hereunder within one (1) Business Day after to be made by it under the due date thereofTransaction Documents when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and SECTION 9.1(e)) and such failure shall continue continues for five three (53) consecutive Business Days.
(ib) Any representation representation, warranty, certification or warranty statement made by Performance Guarantor or any Seller Loan Party in this Agreement, any Transaction Document to which it is a party or in any other Transaction Document document delivered pursuant thereto shall prove to have been materially incorrect when made or deemed made and such failure shall not be remedied within 20 Business Days of the earlier of (i) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any Loan Party or Performance Guarantor by any of the Agents; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty made that itself contains a materiality threshold unless such representation or warranty relates solely to one or more specific Receivables and the Borrower (or the Originator or the Servicer) makes a Deemed Collection payment with respect to such Receivable when and to the extent required by any Seller Party in any notice, report, certificate or other communication hereunder or in connection with any the Transaction Document shall prove to have been incorrect in any material respect when made or deemed madeDocuments.
(c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or, with respect to Section 8.5, within three days of when due.
(d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall remain unremedied for 20 Business Days after the earlier of (i) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any Loan Party or Performance Guarantor by any of the Agents.
(e) Failure of the Seller Borrower to pay any Indebtedness Debt (other than the Obligations) when due or the failure of any other Seller Party or the Provider to pay Indebtedness when due in excess of $5,000,000; or the default by any Seller Party or the Provider Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness Debt to cause, such Indebtedness Debt to become due prior to its stated maturity; or any such Indebtedness Debt of any Seller Party or the Provider Borrower 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.
(f) (i) Any Seller PartyFailure of Performance Guarantor, the Servicer, any Originator, the Provider Originator or any of their respective Material Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability (other than the Borrower) to pay its debts generally any Debt when due (after giving effect to any applicable grace and cure periods) in an aggregate principal amount equal to or shall make a general assignment for the benefit of creditors; exceeding $150,000,000 or (ii) any proceeding shall be instituted by or against any Seller PartyDebt of Performance Guarantor, the Servicer, any Originator, the Provider Originator or any of their respective Material Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; PROVIDED that, in the case of any proceeding instituted against any Originator (other than the Parent, such Borrower)in an aggregate principal amount equal to or exceeding $150,000,000 is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event shall not constitute an Amortization Event until either of default (A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (B) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Seller Party, any Originator, the Provider or any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (dhowever described).
(eg) The Seller An Event of Bankruptcy shall fail occur with respect to comply with the terms of SECTION 2.6 hereofPerformance Guarantor, any Originator or any Loan Party.
(fh) As at the end of any calendar month, Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall exceed 6.58.75%, ,
(ii) the three-month rolling average Loss-to-Liquidation Default Ratio shall exceed 3.0% (or with respect to any such three-month period ending in September, October or November 2001, 3.753.5%) or ,
(iii) the three-month rolling average Dilution Ratio shall exceed 7.756.5%, or
(iv) Days Sales Outstanding shall exceed 50 days.
(gi) A Change of Control shall occur[Reserved].
(i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against the Seller Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000300,000,000, individually or in the aggregateaggregate or otherwise having a Material Adverse Effect, shall be entered against the Servicer Performance Guarantor or the Provider any of its Subsidiaries (other than Borrower), in each case on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) Any of the following shall occur: (i) the Seller or any Originator shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale Agreement on its part to be performed or observed, (ii) the Seller shall waive or fail to enforce any of its rights under the Receivables Sale Agreement with regard to any failure described in the immediately preceding clause (i), (iii) any "Amortization Event" under and as defined in the Receivables Sale Agreement shall occur, (iv) the "Amortization Date" or "Termination Date" under and as defined in the Receivables Sale Agreement shall occur, or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to the Seller under the Receivables Sale Agreement, or the Seller shall cease to buy or have the legal capacity to buy or otherwise be incapable of buying Receivables under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Boxes and the Collection Accounts.
(k) The Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Provider, or the Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS" set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent and the Required Committed Purchasers have consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and consented to by the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(m) The Provider shall take any action (i) to revoke all or any part of the Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the due and punctual performance by the Originators of their obligations to the Seller under or in respect of the Sale Agreement, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Samples: Omnibus Amendment (WestRock Co)
