Common use of Cash Manager Termination Events Clause in Contracts

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) Canadian 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(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 issuer default rating or the unsecured, unsubordinated and unguaranteed debt obligations, as applicable, of the Cash Manager, by 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 thirty (30) 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 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; provided that any termination resulting from the occurrence of a Cash Manager Termination Event described in paragraph (iii) shall be subject to the consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that such termination would be materially prejudicial to the interests of the Covered Bondholders. (b) Upon the occurrence of a Cash Manager Termination Event described in paragraph 14.1(a)(iv) that is cured as provided for therein, the Guarantor shall forthwith notify CMHC of the identity of the guarantor of the Cash Manager’s obligations and the ratings by each of the Rating Agencies of the short-term, unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default ratings, of such guarantor. (c) Upon termination of the appointment of the Cash Manager pursuant to this Section 14.1, the Guarantor shall use its 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 unable to appoint a Substitute Cash Manager). Any Substitute Cash Manager: (i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such other terms as are satisfactory to the Guarantor and the Bond Trustee; and (ii) will be subject to the prior written approval of the Bond Trustee (such consent not to be unreasonably withheld) and satisfaction of the Rating Agency Condition.

Cash Manager Termination Events. (a) 14.1.1 If any of the following events (“Cash Manager Termination Events”) shall occur: (i) 14.1.1.1 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) Canadian Montreal 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) 14.1.1.2 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(e4.1.5(i), 12.1(a)12.1.1, (b)12.1.2, (d)12.1.4, (e) 12.1.5 or (f)12.1.6; (iii) 14.1.1.3 default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, 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) 14.1.1.4 the issuer default rating or the unsecured, unsubordinated and unguaranteed debt obligations, as applicable, of the Cash Manager, by one or more Rating Agencies, Manager 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 (xi) has satisfied the received Rating Agency ConditionConfirmation, and (yii) is rated at or above the Cash Manager Required Ratings by each Rating Agency, within thirty (30) 30 days of the first downgrade below such Cash Manager Required Ratings by a Rating Agency);; or (v) 14.1.1.5 an Insolvency Event occurs in respect of the Cash Manager; or (vi) 14.1.1.6 provided that the Cash Manager is the Issuer or an Affiliate of the Issuer, an Issuer Event of Default (Ai) occurs and is continuing, or (Bii) 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 may, at once or at any time thereafter while such default continues by notice in writing to the Cash Manager 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 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; provided that any termination resulting from the occurrence of a Cash Manager Termination Event described in paragraph (iii) shall be subject to the consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that such termination would be materially prejudicial to the interests of the Covered Bondholders. (b) Upon the occurrence of a Cash Manager Termination Event described in paragraph 14.1(a)(iv) that is cured as provided for therein, the Guarantor shall forthwith notify CMHC of the identity of the guarantor of the Cash Manager’s obligations and the ratings by each of the Rating Agencies of the short-term, unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default ratings, of such guarantor. (c) Upon termination of the appointment of the Cash Manager pursuant to this Section 14.1, the Guarantor shall use its 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 unable to appoint a Substitute Cash Manager). Any Substitute Cash Manager: (i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such other terms as are satisfactory to the Guarantor and the Bond Trustee; and (ii) will be subject to the prior written approval of the Bond Trustee (such consent not to be unreasonably withheld) and satisfaction of the Rating Agency Condition.

Cash Manager Termination Events. (a) If any of the following events (each a “Cash Manager Termination EventsEvent”) shall occuroccurs: (i) default is made by the Cash Manager defaults 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) Canadian 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;default; or (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(e), 12.1(a), (b), (d), (e) or (f); (iii) default is made by the Cash Manager defaults in the performance or observance of any of its other covenants and obligations under this Agreement, or any representation or warranty of the Cash Manager is incorrect 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 or misrepresentation; or (iii) an Insolvency Event occurs in respect of the Cash Manager of written notice from the Bond Trustee requiring the same to be remediedManager; (iv) a Rating Agency downgrading or withdrawing the issuer default rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations, as applicable, obligations of the Cash Manager, by one or more Rating Agenciesas applicable, fall below the Cash Manager Required Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of its obligations under this Agreement, Agreement from a credit support provider which whose unsecured, unguaranteed and unsubordinated debt ratings and issuer default ratings, as applicable, meet the requirements of the relevant Rating Agencies (x) has satisfied the Rating Agency Condition, and (y) is rated at or above including the Cash Manager Required Ratings by each Rating Agency, Ratings) within thirty (30) days Toronto Business Days of the first downgrade below such any of the Cash Manager Required Ratings by a Rating AgencyRatings);; or (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 GovernedGoverned (provided that the Cash Manager is the Issuer or an Affiliate thereof), 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 orManager, or (y) in the case of the an occurrence of a Cash Manager Termination Event described in paragraph (iv14.1(a)(iv) above, above at any time that the Guarantor is not Independently Controlled and Governed, shall shall, 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; provided that any termination resulting from the occurrence of a Cash Manager Termination Event described in paragraph (iii14.1(a)(ii) above in respect of the Cash Manager’s default in the performance or observance of any of its covenants and obligations under this Agreement shall be subject to the consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that such termination would be materially prejudicial to the interests of the Covered Bondholders. (b) Upon the occurrence of a Cash Manager Termination Event described in paragraph 14.1(a)(iv) that is cured as provided for therein, the Guarantor shall forthwith notify CMHC of the identity of the guarantor of the Cash Manager’s obligations and the ratings by each of the Rating Agencies of the short-term, unsecured, unsubordinated and unguaranteed debt obligations, and the obligations of such guarantor or its issuer default ratingsrating, of such guarantoras applicable. (c) Upon termination of the appointment of the Cash Manager pursuant to this Section 14.1‎14.1, the Guarantor shall will use its commercially reasonable endeavours efforts to appoint a Substitute Cash Manager (but shall will have no liability to any person Person in the event that, having used commercially reasonable endeavours, it is unable to appoint a Substitute Cash Manager). . (d) Any Substitute Cash Manager: (i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such other terms as are satisfactory to the Guarantor and the Bond Trustee; and; (ii) will be must have cash management experience and is subject to the prior written approval of the Guarantor and the Bond Trustee (such consent not to be unreasonably withheld, delayed or made subject to conditions); and (iii) and satisfaction of must be a party with respect to which the Rating Agency ConditionCondition has been satisfied.

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) Canadian 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, Agreement and such 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 issuer default rating or the unsecured, unsubordinated and unguaranteed debt obligations, as applicable, ratings of the Cash Manager, by Manager from one or more Rating Agencies, 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 thirty (30) 30 calendar days of the first downgrade below such Cash Manager Required Ratings by a Rating Agency);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, above at any time that the Guarantor is not Independently Controlled and Governed, shall shall, terminate its the appointment as of the Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice; provided that any termination resulting from the occurrence of a Cash Manager Termination Event described in paragraph (iii) shall be subject to the consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that such termination would be materially prejudicial to the interests of the Covered Bondholders. (b) Upon the occurrence of a Cash Manager Termination Event described in paragraph 14.1(a)(iv) that is cured as provided for therein, the Guarantor shall forthwith notify CMHC of the identity of the guarantor of the Cash Manager’s obligations and the ratings by each of the Rating Agencies of the short-term, unsecured, unsubordinated and unguaranteed debt obligations, and the issuer default ratings, of such guarantor. (c) Upon termination of the appointment of the Cash Manager pursuant to this Section 14.1, the Guarantor shall use its 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 unable to appoint a Substitute Cash Manager). Any Substitute Cash Manager: (i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such other terms as are satisfactory to the Guarantor and the Bond Trustee; and, all in compliance with the CMHC Guide and which agreement shall include a covenant of such Substitute Cash Manager to comply with the provisions of, and perform its obligations under, the CMHC Guide; (ii) will be subject to the prior written approval of the Bond Trustee (such consent not to be unreasonably withheld) and satisfaction of the Rating Agency Condition; (iii) must have ratings on its unsecured, unsubordinated and unguaranteed debt obligations that meet or exceed the Cash Manager Required Ratings from each Rating Agency; and (iv) shall accede to the terms of any Transaction Document pursuant to which the Cash Manager is obligated to perform services, including the Intercompany Loan Agreement.