Common use of Events of Early Termination Clause in Contracts

Events of Early Termination. (a) The occurrence of any of the following conditions or events shall be an Event of Early Termination: (i) If following the Effective Date, (A) Seller, Parent Guarantor or Guarantor has entered into any settlement with, or consented to the issuance of a consent order by, any Governmental Authority in which the fines, penalties, settlement amounts or any other amounts owed by Seller, Parent Guarantor or Guarantor thereunder exceed $500,000 in the aggregate in the calendar year following the Effective Date and (B) Buyer has not, within five (5) Business Days following Seller’s, Parent Guarantor’s or Guarantor’s entry into such settlement or consent, provided Seller or Guarantor, as applicable, with written notice that such settlement or consent by Seller, Parent Guarantor or Guarantor, as applicable, is acceptable to Buyer; or (ii) Seller has opted to wind down this facility pursuant to Section 4.5(a) or (b). Any determination to be made as to whether such Event of Early Termination has occurred shall be made in Buyer’s discretion and Xxxxxx and Guarantor hereby agrees to be bound by and comply with any such determination by Xxxxx. An Event of Early Termination shall be deemed to be continuing unless expressly waived by Xxxxx in writing, but shall be deemed to be not continuing upon Buyer’s express written waiver. (b) Upon the occurrence of an Event of Early Termination, Buyer may, by notice to Seller, (i) immediately terminate the obligation of Buyer to enter into Transactions hereunder and (ii) declare all or any portion of the Repurchase Prices related to the outstanding Transactions to be due and payable. The failure by Seller to repay such Repurchase Prices in accordance with the foregoing shall constitute an Event of Default under Section 11.1. Buyer shall be entitled to all rights and remedies in Section 11.3. Buyer’s request for repayment of the Repurchase Prices pursuant to Section 11.2(b) shall not affect the outstanding obligations of Seller under this Agreement or any other Principal Agreement and all such outstanding obligations and the rights and remedies afforded Buyer in connection therewith, including, without limitation, those rights and remedies afforded Buyer under this Agreement, shall survive the termination of this Agreement. For the avoidance of doubt, Buyer shall not be liable to Seller for any costs, loss or damages arising from or relating to a termination by Buyer in accordance with any subsection of this Section 11.2.

Events of Early Termination. ​ (a) The occurrence of any of the following conditions or events shall be an Event of Early Termination:: ​ (i) If following the Effective Date, (A) Seller, Parent Guarantor or Guarantor Seller has entered into any settlement with, or consented to the issuance of a consent order by, any Governmental Authority in which the fines, penalties, settlement amounts or any other amounts owed by Seller, Parent Guarantor or Guarantor Seller thereunder exceed $500,000 in the aggregate in the calendar year following the Effective Date and (B) Buyer Administrative Agent, on behalf of Buyers, has not, within five (5) Business Days following Seller’s, Parent Guarantor’s or Guarantor’s entry into such settlement or consent, provided Seller or Guarantor, as applicable, with written notice that such settlement or consent by Seller, Parent Guarantor or Guarantor, as applicable, Seller is acceptable to BuyerAdministrative Agent; or​ (ii) One or more judgments or decrees shall be entered against Seller or any of its Affiliates or Subsidiaries involving a liability of $500,000 or more (to the extent that it is, in the reasonable determination of Administrative Agent, on behalf of Buyers, uninsured and provided that any insurance or other credit posted in ​ ​ ​ connection with an appeal shall not be deemed insurance for these purposes), and Seller has satisfied all such judgments or decrees; (iii) A Servicer Termination Event shall have occurred and Seller has not appointed a Successor Servicer acceptable to Administrative Agent, on behalf of Buyers, and delivered a fully executed Servicing Agreement and Servicer Notice, if applicable, with such Successor Servicer, in each case within seven (7) calendar days following the occurrence of such breach or Servicer Termination Event; ​ (iv) Seller has opted to wind down this facility pursuant to Section 4.5(a) or (b); or ​ (v) Seller shall violate Section 10.8. ​ Any determination to be made as to whether such Event of Early Termination has occurred shall be made in BuyerAdministrative Agent’s discretion and Xxxxxx and Guarantor Seller hereby agrees to be bound by and comply with any such determination by XxxxxAdministrative Agent. An Event of Early Termination shall be deemed to be continuing unless expressly waived by Xxxxx Administrative Agent in writing, but shall be deemed to be not continuing upon BuyerAdministrative Agent’s express written waiver. (b) Upon the occurrence of an Event of Early Termination, Buyer Administrative Agent, on behalf of Buyers, may, by notice to Seller, (i) immediately terminate the obligation of Administrative Agent and any such Buyer to enter into Transactions hereunder and (ii) declare all or any portion of the Repurchase Prices related to the outstanding Transactions to be due and payable. The failure by Seller to repay such Repurchase Prices in accordance with the foregoing shall constitute an Event of Default under Section 11.1. Buyer Administrative Agent and Buyers shall be entitled to all rights and remedies in Section 11.3. Buyer​ Administrative Agent’s request for repayment of the Repurchase Prices pursuant to Section 11.2(b) shall not affect the outstanding obligations of Seller under this Agreement or any other Principal Agreement and all such outstanding obligations and the rights and remedies afforded Administrative Agent and each Buyer in connection therewith, including, without limitation, those rights and remedies afforded Administrative Agent and each Buyer under this Agreement, shall survive the termination of this Agreement. For the avoidance of doubt, Buyer Administrative Agent and Buyers shall not be liable to Seller for any costs, loss or damages arising from or relating to a termination by Buyer Administrative Agent, on behalf of Buyers, in accordance with any subsection of this Section 11.2.. ​

Events of Early Termination. (a) The occurrence of any of the following conditions or events shall be an Event of Early Termination: (i) If following the Effective Date, (A) Seller, Parent Guarantor Seller or Guarantor has entered into any settlement with, or consented to the issuance of a consent order by, any Governmental Authority in which the fines, penalties, settlement amounts or any other amounts owed by Seller, Parent Guarantor Seller or Guarantor thereunder exceed $500,000 [***] in the aggregate in the calendar year following the Effective Date and (B) Buyer has not, within five (5) Business Days following Seller’s, Parent Guarantor’s or Guarantor’s entry into such settlement or consent, provided Seller or Guarantor, as applicable, with written notice that such settlement or consent by Seller, Parent Guarantor Seller or Guarantor, as applicable, is acceptable to Buyer; or (ii) Seller has opted to wind down this facility pursuant to Section 4.5(a) or (b). Any determination to be made as to whether such Event of Early Termination has occurred shall be made in Buyer’s discretion and Xxxxxx Seller and Guarantor hereby agrees to be bound by and comply with any such determination by XxxxxBuyer. An Event of Early Termination shall be deemed to be continuing unless expressly waived by Xxxxx Buyer in writing, but shall be deemed to be not continuing upon Buyer’s express written waiver. (b) Upon the occurrence of an Event of Early Termination, Buyer may, by notice to Seller, (i) immediately terminate the obligation of Buyer to enter into Transactions hereunder and (ii) declare all or any portion of the Repurchase Prices related to the outstanding Transactions to be due and payable. The failure by Seller to repay such Repurchase Prices in accordance with the foregoing shall constitute an Event of Default under Section 11.1. Buyer shall be entitled to all rights and remedies in Section 11.3. Buyer’s request for repayment of the Repurchase Prices pursuant to Section 11.2(b) shall not affect the outstanding obligations of Seller under this Agreement or any other Principal Agreement and all such outstanding obligations and the rights and remedies afforded Buyer in connection therewith, including, without limitation, those rights and remedies afforded Buyer under this Agreement, shall survive the termination of this Agreement. For the avoidance of doubt, Buyer shall not be liable to Seller for any costs, loss or damages arising from or relating to a termination by Buyer in accordance with any subsection of this Section 11.2.

Events of Early Termination. (a) The occurrence of any of the following conditions or events shall be an Event of Early Termination: (i) If following the Effective Date, (A) Seller, Parent Guarantor or Guarantor has entered into any settlement with, or consented to the issuance of a consent order by, any Governmental Authority in which the fines, penalties, settlement amounts or any other amounts owed by Seller, Parent Guarantor or Guarantor thereunder exceed $500,000 in the aggregate in the calendar year following the Effective Date and (B) Buyer has not, within five (5) Business Days following Seller’s, Parent Guarantor’s or Guarantor’s entry into such settlement or consent, provided Seller or Guarantor, as applicable, with written notice that such settlement or consent by Seller, Parent Guarantor or Guarantor, as applicable, is acceptable to Buyer; or (ii) Seller has opted to wind down this facility pursuant to Section 4.5(a) or (b). Any determination to be made as to whether such Event of Early Termination has occurred shall be made in Buyer’s discretion and Xxxxxx Seller and Guarantor hereby agrees to be bound by and comply with any such determination by XxxxxBuyer. An Event of Early Termination shall be deemed to be continuing unless expressly waived by Xxxxx Buyer in writing, but shall be deemed to be not continuing upon Buyer’s express written waiver. (b) Upon the occurrence of an Event of Early Termination, Buyer may, by notice to Seller, (i) immediately terminate the obligation of Buyer to enter into Transactions hereunder and (ii) declare all or any portion of the Repurchase Prices related to the outstanding Transactions to be due and payable. The failure by Seller to repay such Repurchase Prices in accordance with the foregoing shall constitute an Event of Default under Section 11.1. Buyer shall be entitled to all rights and remedies in Section 11.3. Buyer’s request for repayment of the Repurchase Prices pursuant to Section 11.2(b) shall not affect the outstanding obligations of Seller under this Agreement or any other Principal Agreement and all such outstanding obligations and the rights and remedies afforded Buyer in connection therewith, including, without limitation, those rights and remedies afforded Buyer under this Agreement, shall survive the termination of this Agreement. For the avoidance of doubt, Buyer shall not be liable to Seller for any costs, loss or damages arising from or relating to a termination by Buyer in accordance with any subsection of this Section 11.2.

Events of Early Termination. (a) The occurrence of any of the following conditions or events shall be an Event of Early Termination: (i) If following the Effective Date, (A) Seller, Parent Guarantor Seller or Guarantor has entered into any settlement with, or consented to the issuance of a consent order by, any Governmental Authority in which the fines, penalties, settlement amounts or any other amounts owed by Seller, Parent Guarantor Seller or Guarantor thereunder exceed $500,000 [***] in the aggregate in the calendar year following the Effective Date and (B) Buyer has not, within five (5) [***] Business Days following Seller’s, Parent Guarantor’s or Guarantor’s entry into such settlement or consent, provided Seller or Guarantor, as applicable, with written notice that such settlement or consent by Seller, Parent Guarantor Seller or Guarantor, as applicable, is acceptable to Buyer; or (ii) Seller has opted to wind down this facility pursuant to Section 4.5(a) or (b). Any determination to be made as to whether such Event of Early Termination has occurred shall be made in Buyer’s discretion Discretion and Xxxxxx Seller and Guarantor hereby agrees to be bound by and comply with any such determination by XxxxxBuyer. An Event of Early Termination shall be deemed to be continuing unless expressly waived by Xxxxx Buyer in writing, but shall be deemed to be not continuing upon Buyer’s express written waiver. (b) Upon the occurrence of an Event of Early Termination, Buyer may, by notice to Seller, (i) immediately terminate the obligation of Buyer to enter into Transactions hereunder and (ii) declare all or any portion of the Repurchase Prices related to the outstanding Transactions to be due and payable. The failure by Seller to repay such Repurchase Prices in accordance with the foregoing shall constitute an Event of Default under Section 11.1. Buyer shall be entitled to all rights and remedies in Section 11.3. Buyer’s request for repayment of the Repurchase Prices pursuant to Section 11.2(b) shall not affect the outstanding obligations of Seller under this Agreement or any other Principal Agreement and all such outstanding obligations and the rights and remedies afforded Buyer in connection therewith, including, without limitation, those rights and remedies afforded Buyer under this Agreement, shall survive the termination of this Agreement. For the avoidance of doubt, Buyer shall not be liable to Seller for any costs, loss or damages arising from or relating to a termination by Buyer in accordance with any subsection of this Section 11.2.

Events of Early Termination. (a) The occurrence of any of the following conditions or events shall be an Event of Early Termination: (i) If following the Effective Date, (A) Seller, Parent Guarantor or Guarantor Seller has entered into any settlement with, or consented to the issuance of a consent order by, any Governmental Authority in which the fines, penalties, settlement amounts or any other amounts owed by Seller, Parent Guarantor or Guarantor Seller thereunder exceed $500,000 [***] in the aggregate in the calendar year following the Effective Date and (B) Buyer has not, within five (5) Business Days [***] following Seller’s, Parent Guarantor’s or Guarantor’s entry into such settlement or consent, provided Seller or Guarantor, as applicable, with written notice that such settlement or consent by Seller, Parent Guarantor or Guarantor, as applicable, Seller is acceptable to Buyer; or. (ii) One or more final judgments or decrees shall be entered against Seller or any of its respective Parent or Subsidiaries by a court, administrative tribunal or other body having jurisdiction involving a liability of $[***] or more (to the extent that it is, in the reasonable determination of Buyer, uninsured and provided that any insurance or other credit posted in connection with an appeal shall not be deemed insurance for these purposes), and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within [***] after entry thereof. (iii) Seller has opted to wind down this facility pursuant to Section 4.5(a) or (b). (iv) a Material Adverse Effect with respect to Seller shall occur; (v) a Servicer Termination Event shall occur and either (A) such Servicer Termination Event shall not have been remedied within [***] or (B) Seller has not appointed a Successor Servicer acceptable to Buyer and delivered a fully executed Servicing Agreement, and Servicer Notice, if applicable, with such Successor Servicer within thirty (30) calendar days following the occurrence of such breach or Servicer Termination Event. (vi) any Plan shall be terminated within the meaning of Title IV of ERISA or a trustee shall be appointed by an appropriate United States District Court to administer any Plan, or the Pension Benefit Guaranty Corporation (or any successor thereto) shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan if as of the date thereof Seller’s liability, any such Subsidiary’s liability or any ERISA Affiliate’s liability to the PBGC, the Plan or any other entity on termination under the Plan exceeds the then-current value of assets accumulated in such Plan by more than $[***] (or in the case of a termination involving Seller, any Subsidiary or any ERISA Affiliate, as a “substantial employer” (as defined in Section 4001 (a)(2) of ERISA) the withdrawing employer’s proportionate share of such excess assessed against any of the foregoing parties shall exceed such amount); (vii) Seller, any Subsidiary of Seller, or any of their respective ERISA Affiliates in each case, as an employer under a Multiemployer Plan, shall have made a complete or partial withdrawal from such Multiemployer Plan, and the plan sponsor of such Multiemployer Plan shall have notified such withdrawing employer that such employer has incurred a withdrawal liability in (i) an annual amount exceeding $[***], or (ii) an aggregate amount $[***]; (i) Seller or any Subsidiary shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) a determination is made that a Plan is “at risk” (within the meaning of Section 303 of ERISA) or any Lien in favor of the PBGC or a Plan shall arise on the assets of Seller, any Subsidiary thereof or any of their respective ERISA Affiliates, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) Seller or any Subsidiary thereof or any of their respective ERISA Affiliates shall, or in the reasonable opinion of Buyer is likely to, incur any liability in connection with a withdrawal from, or the insolvency of, a Multiemployer Plan, (vi) Seller, any Subsidiary thereof or any of their respective ERISA Affiliates shall file an application for a minimum funding waiver under section 302 of ERISA or section 412 of the Code with respect to any Plan, (vii) any obligation of Seller, any Subsidiary thereof or any of their respective ERISA Affiliates for post-retirement medical costs (other than as required by COBRA) exists, or (viii) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (viii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect or (ix) the assets of Seller or any Subsidiary thereof become “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by section 3(42) of ERISA; or (ix) Seller shall violate Section 10.8. Any determination to be made as to whether such Event of Early Termination has occurred shall be made in Buyer’s discretion and Xxxxxx and Guarantor Seller hereby agrees to be bound by and comply with any such determination by XxxxxBuyer. An Event of Early Termination shall be deemed to be continuing unless expressly waived by Xxxxx Buyer in writing, but shall be deemed to be not continuing upon Buyer’s express written waiver. (b) Upon the occurrence of an Event of Early Termination, Buyer may, by notice to Seller, (i) immediately terminate the obligation of Buyer to enter into Transactions hereunder and (ii) declare all or any portion of the Repurchase Prices related to the outstanding Transactions to be due and payable. The failure by Seller to repay such Repurchase Prices in accordance with the foregoing shall constitute an Event of Default under Section 11.111.1(g)(ii). Buyer shall be entitled to all rights and remedies in Section 11.3. Buyer’s request for repayment of the Repurchase Prices pursuant to Section 11.2(b) shall not affect the outstanding obligations of Seller under this Agreement or any other Principal Agreement and all such outstanding obligations and the rights and remedies afforded Buyer in connection therewith, including, without limitation, those rights and remedies afforded Buyer under this Agreement, shall survive the termination of this Agreement. For the avoidance of doubt, Buyer shall not be liable to Seller for any costs, loss or damages arising from or relating to a termination by Buyer in accordance with any subsection of this Section 11.2.