Cash Manager Termination Events Sample Clauses
The 'Cash Manager Termination Events' clause defines the specific circumstances under which the appointment of a cash manager in a financial transaction can be terminated. Typically, this clause outlines events such as insolvency, breach of contract, or failure to perform key duties by the cash manager, which would trigger the right to terminate their services. By clearly specifying these events, the clause ensures that parties have a predefined mechanism to replace the cash manager if they fail to meet their obligations, thereby protecting the integrity and smooth operation of the transaction.
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager in the payment, on the due date, of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied;
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade), then the Issuer, prior to the delivery of a Note Acceleration Notice (with the written consent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unabl...
Cash Manager Termination Events. If any of the following events ("Cash Manager Termination Events") shall occur:
(a) default is made by the Cash Manager in the payment on the due date of any payment due and payable by it under this Agreement or in the performance of its obligations under Clauses 4.4 and 4.5 herein and such default continues unremedied for a period of five (5) London Business Days after the earlier of the Cash Manager becoming aware of such default and receiving written notice from the Security Trustee requiring the same to be remedied;
(b) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the opinion of the Security Trustee (acting at the direction of the Note Trustee) is materially prejudicial to the Noteholders and such default continues unremedied for a period of twenty (20) days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Security Trustee requiring the same to be remedied; or
(c) the Cash Manager suffers an Insolvency Event, then Funding, the Mortgages Trustee and/or the Security Trustee may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager with a copy to the Account Bank terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
Cash Manager Termination Events. If any of the following events (Cash Manager Termination Events) shall occur:
(a) default is made by the Cash Manager in the payment on the due date of any payment due and payable by it under this Agreement or in the performance of its obligations under Clauses 4.4 and 4.5 and such default continues unremedied for a period of three London Business Days after the Cash Manager becomes aware of such default; or
(b) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of Funding and/or the Security Trustee is materially prejudicial to the interests of the Funding Secured Creditors and such default continues unremedied for a period of twenty days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Security Trustee requiring the same to be remedied;
(c) an Insolvency Event occurs, then Funding and/or the Security Trustee may for so long as such default or event is continuing by notice in writing to the Cash Manager immediately terminate its appointment of the Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
Cash Manager Termination Events.
(a) If any of the following events (“Cash Manager Termination Events”) shall occur:
(i) default is made by the Cash Manager in the payment on the due date of any payment due and payable by it under this Agreement or in the performance of its obligations under Sections 4.3 and 4.4 hereof and such default continues unremedied for a period of five (5) Toronto Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Bond Trustee requiring the same to be remedied;
(ii) default is made by the Cash Manager in the performance or observance of any of its covenants and obligations, or a breach by the Cash Manager is made of any of its representations and warranties, respectively, under Sections 4.1(e), 12.1(a), (b), (d), (e) or (f);
(iii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement and such default continues unremedied for a period of thirty (30) days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Bond Trustee requiring the same to be remedied;
(iv) the ratings of the Cash Manager from one or more Rating Agencies fall below the Cash Manager Required Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of its obligations under this Agreement, from a credit support provider which (x) has satisfied the Rating Agency Condition, and (y) is rated at or above the Cash Manager Required Ratings by each Rating Agency, within 30 calendar days of the first downgrade below such Cash Manager Required Ratings by a Rating Agency);
(v) an Insolvency Event occurs in respect of the Cash Manager; or
(vi) provided that the Cash Manager is the Issuer or an Affiliate of the Issuer, an Issuer Event of Default (A) occurs and is continuing, or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed, then the Guarantor and/or the Bond Trustee (x) may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager or, (y) in the case of the occurrence of a Cash Manager Termination Event described in paragraph (iv) above at any time that the Guarantor is not Independently Controlled and Governed, shall, terminate the appointment of the Cash Manager under this Agreement with effect from a date (not earlier than...
Cash Manager Termination Events. If any of the following events (CASH MANAGER TERMINATION EVENTS) shall occur:
(a) default is made by the Cash Manager in the payment on the due date of any payment due and payable by it under this Agreement or in the performance of its obligations under Clauses 4.4 and 4.5 and such default continues unremedied for a period of three London Business Days after the earlier of the Cash Manager becoming aware of such default; or
(b) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of Funding and/or the Security Trustee is materially prejudicial to the interests of the Funding Secured Creditors and such default continues unremedied for a period of twenty days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Security Trustee requiring the same to be remedied;
(c) an Insolvency Event occurs, then Funding and/or the Security Trustee may at once or at any time thereafter while such default or event continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
Cash Manager Termination Events. If any of the following events (CASH MANAGER TERMINATION EVENTS) shall occur:
(a) default is made by the Cash Manager in the payment on the due date of any payment due and payable by it under this Agreement or in the performance of its obligations under Clauses 4.5 and 4.6 and such default continues unremedied for a period of three London Business Days after the earlier of the Cash Manager becoming aware of such default; or
(b) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Funding 1 Security Trustee and/or the Funding 2 Security Trustee (as applicable) is materially prejudicial to the interests of the Funding 1 Secured Creditors (in the case of Funding 1) or the Funding 2 Secured Creditors (in the case of Funding 2) and such default continues unremedied for a period of 20 London Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Funding 1 Security Trustee and/or the Funding 2 Security Trustee (as applicable) requiring the same to be remedied; or
(c) an Insolvency Event occurs, then Funding 1 and/or Funding 2 and/or the Funding 1 Security Trustee and/or the Funding 2 Security Trustee may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
Cash Manager Termination Events. (a) If any of the following events (“Cash Manager Termination Events”) shall occur:
(i) default is made by the Cash Manager in the payment on the due date of any payment due and payable by it under this Agreement or in the performance of its obligations under Sections 4.3 and 4.4 hereof and such default continues unremedied for a period of five (5) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Bond Trustee requiring the same to be remedied;
(ii) default is made by the Cash Manager in the performance or observance of its covenants and obligations, or a breach by the Cash Manager is made of any of its representations and warranties, respectively, under Sections 4.1(c), 4.1(e), 12.1(a), (c), (e), (f) or (g);
(iii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, and such default continues unremedied for a period of thirty (30) days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Bond Trustee requiring the same to be remedied;
(iv) a rating of the Cash Manager, as applicable, by one or more Rating Agencies, falls below the Cash Manager Required Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of its obligations under this Agreement, from a credit support provider which
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager in the payment, on the due date, of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Issuer (prior to the delivery of a Note Enforcement Notice) or the Security Trustee acting on the instructions of the Note Trustee (after the delivery of a Note Acceleration Notice) is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty
Cash Manager Termination Events. If any of the following events (CASH MANAGER TERMINATION EVENTS) shall occur:
(a) default is made by the Cash Manager in the payment on the due date of any payment due and payable by it under this Agreement or in the performance of its obligations under Clauses 4.5 and 4.6 and such default continues unremedied for a period of three London Business Days after the earlier of the Cash Manager becoming aware of such default; or
(b) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Funding 1 Security Trustee is materially prejudicial to the interests of the Funding 1 Secured Creditors (in the case of Funding 1) or the Funding 2 Secured Creditors (in the case of Funding 2) and such default continues unremedied for a period of twenty London Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Security Trustee requiring the same to be remedied;
(c) an Insolvency Event occurs, then Funding 1 and/or Funding 2 and/or the Security Trustee may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.