Common use of Events of Insolvency; Events of Default Clause in Contracts

Events of Insolvency; Events of Default. (a) The occurrence of any event described in clauses (iv) and (v) of subparagraph (b) below shall constitute an "Event of Insolvency" hereunder. (b) The occurrence of any of the following events shall constitute an "Event of Default" hereunder: (i) default in the payment of any interest the same becomes due and payable, and such default shall continue for a period of five days; (ii) default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable; (iii) default in the observance or performance of any material covenant or agreement of Owner Trustee made in this Indenture, or any representation or warranty of Owner Trustee made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (or for such longer period not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that (i) such default is capable of remedy within 90 days or less, (ii) the Note Insurer, unless a Note Insurer Default has occurred and is continuing, consents to such longer cure period, and (iii) the Servicer, on behalf of the Owner Trustee, delivers an Officer's Certificate to the Indenture Trustee to the effect that the Owner Trustee has commenced or will promptly commence and diligently pursue all reasonable efforts to remedy such default); provided that such default is capable of remedy within 90 days or less and Servicer on behalf of the Owner Trustee delivers an Officer's Certificate to the Indenture Trustee to the effect that Owner Trustee has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after the earlier of discovery or the time that there shall have been given, by registered or certified mail, to the Owner Trustee by the Indenture Trustee or to the Owner Trustee and the Indenture Trustee by the Note Insurer (or, during the continuance of a Note Insurer Default, by the Holders of at least 25% of the Outstanding Principal Balance of the Class A Notes), or, if the Class A Notes are no longer Outstanding and the Note Insurer has been paid in full all amounts then owing to it, by the Holders of at least 25% of the Outstanding Principal Balance of the Class B Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (iv) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Trust, the Seller or any substantial part of the Trust Estate or the estate of the Seller in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Trust, the Seller or for any substantial part of the Trust Estate or the estate of the Seller, or ordering the winding-up or liquidation of the Trust, the Seller's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (v) the commencement by the Owner Trustee on behalf of the Trust, or by the Seller of a voluntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Owner Trustee, on behalf of the Trust, or by the Seller to the entry of an order for relief in an involuntary case under any such law, or the consent by the Owner Trustee on behalf of the Trust to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Owner Trustee, on behalf of the Trust, or the Seller or for any substantial part of the Trust Estate or the estate of the Seller, or the making by the Owner Trustee, on behalf of the Trust, or by the Seller of any general assignment for the benefit of creditors, or the failure by the Owner Trustee, on behalf of the Trust, or by the Seller generally to pay its debts as such debts become due, or the taking of action by the Owner Trustee, on behalf of the Trust, or by the Seller in furtherance of any of the foregoing; (vi) a draw is made on the Note Guaranty Insurance Policy; or (vii) so long as a Note Insurer Default has not occurred and is not continuing, an Insurance Agreement Event of Default shall have occurred; provided, however, that the occurrence of an Insurance Agreement Event of Default may not form the basis of an Event of Default unless the Note Insurer shall, upon prior written notice to the Rating Agencies, have delivered to the Owner Trustee and the Indenture Trustee and not rescinded in a written notice, specifying that such Insurance Agreement Event of Default constitutes an Event of Default under this Indenture.

Events of Insolvency; Events of Default. (a) The occurrence of any event described in clauses (iv) and (v) of subparagraph (b) below shall constitute an "Event of Insolvency" hereunder. (b) The occurrence of any of the following events shall constitute an "Event of Default" hereunder: (i) default in the payment of any interest as the same becomes due and payable, and such default shall continue for a period of five days; (ii) default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable; (iii) default in the observance or performance of any material covenant or agreement of Owner Trustee made in this Indenture, or any representation or warranty of Owner Trustee made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (or for such longer period not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that (i) such default is capable of remedy within 90 days or less, (ii) the Note Insurer, unless a Note Insurer Default has occurred and is continuing, consents to such longer cure period, and (iii) the Servicer, on behalf of the Owner Trustee, delivers an Officer's Certificate to the Indenture Trustee to the effect that the Owner Trustee has commenced or will promptly commence and diligently pursue all reasonable efforts to remedy such default); provided that such default is capable of remedy within 90 days or less and Servicer on behalf of the Owner Trustee delivers an Officer's Certificate to the Indenture Trustee to the effect that Owner Trustee has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after the earlier of discovery or the time that there shall have been given, by registered or certified mail, to the Owner Trustee by the Indenture Trustee or to the Owner Trustee and the Indenture Trustee by the Note Insurer (or, during the continuance of a Note Insurer Default, by the Holders of at least 25% of the Outstanding Principal Balance of the Class A Notes), or, if the Class A Notes are no longer Outstanding and the Note Insurer has been paid in full all amounts then owing to it, by the Holders of at least 25% of the Outstanding Principal Balance of the Class B Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (iv) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Trust, the Seller or any substantial part of the Trust Estate or the estate of the Seller in an involuntary case under any applicable federal or state 106 bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Trust, the Seller or for any substantial part of the Trust Estate or the estate of the Seller, or ordering the winding-up or liquidation of the Trust, the Seller's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (v) the commencement by the Owner Trustee on behalf of the Trust, or by the Seller of a voluntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Owner Trustee, on behalf of the Trust, or by the Seller to the entry of an order for relief in an involuntary case under any such law, or the consent by the Owner Trustee on behalf of the Trust to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Owner Trustee, on behalf of the Trust, or the Seller or for any substantial part of the Trust Estate or the estate of the Seller, or the making by the Owner Trustee, on behalf of the Trust, or by the Seller of any general assignment for the benefit of creditors, or the failure by the Owner Trustee, on behalf of the Trust, or by the Seller generally to pay its debts as such debts become due, or the taking of action by the Owner Trustee, on behalf of the Trust, or by the Seller in furtherance of any of the foregoing; (vi) a draw is made on the Note Guaranty Insurance Policy; or (vii) so long as a Note Insurer Default has not occurred and is not continuing, an Insurance Agreement Event of Default shall have occurred; provided, however, that the occurrence of an Insurance Agreement Event of Default may not form the basis of an Event of Default unless the Note Insurer shall, upon prior written notice to the Rating Agencies, have delivered to the Owner Trustee and the Indenture Trustee and not rescinded in a written notice, specifying that such Insurance Agreement Event of Default constitutes an Event of Default under this Indenture. Interest and principal with respect to a Class of Notes do not become due and payable on any Payment Date prior to the Final Scheduled Payment Date for such Class of Notes unless Monthly Available Funds for the related Collection Period are sufficient to pay such amounts in accordance with Section 5.05(c).

Events of Insolvency; Events of Default. (a) The occurrence of any event described in clauses (iv) and (v) of subparagraph (b) below shall constitute an "Event of Insolvency" hereunder. (b) The occurrence of any of the following events shall constitute an "Event of Default" hereunder: (i) default in the payment of any interest the same becomes due and payable, and such default shall continue for a period of five days; (ii) default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable; (iii) default in the observance or performance of any material covenant or agreement of Owner Trustee made in this Indenture, or any representation or warranty of Owner Trustee made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (or for such longer period not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that (i) such default is capable of remedy within 90 days or less, (ii) the Note Insurer, unless a Note Insurer Default has occurred and is continuing, consents to such longer cure period, and (iii) the Servicer, on behalf of the Owner Trustee, delivers an Officer's Certificate to the Indenture Trustee to the effect that the Owner Trustee has commenced or will promptly commence and diligently pursue all reasonable efforts to remedy such default); provided that such default is capable of remedy within 90 days or less and Servicer on behalf of the Owner Trustee delivers an Officer's Certificate to the Indenture Trustee to the effect that Owner 94 104 Trustee has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after the earlier of discovery or the time that there shall have been given, by registered or certified mail, to the Owner Trustee by the Indenture Trustee or to the Owner Trustee and the Indenture Trustee by the Note Insurer (or, during the continuance of a Note Insurer Default, by the Holders of at least 25% of the Outstanding Principal Balance of the Class A Notes), or, if the Class A Notes are no longer Outstanding and the Note Insurer has been paid in full all amounts then owing to it, by the Holders of at least 25% of the Outstanding Principal Balance of the Class B Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (iv) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Trust, the Seller or any substantial part of the Trust Estate or the estate of the Seller in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Trust, the Seller or for any substantial part of the Trust Estate or the estate of the Seller, or ordering the winding-up or liquidation of the Trust, the Seller's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (v) the commencement by the Owner Trustee on behalf of the Trust, or by the Seller of a voluntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Owner Trustee, on behalf of the Trust, or by the Seller to the entry of an order for relief in an involuntary case under any such law, or the consent by the Owner Trustee on behalf of the Trust to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Owner Trustee, on behalf of the Trust, or the Seller or for any substantial part of the Trust Estate or the estate of the Seller, or the making by the Owner Trustee, on behalf of the Trust, or by the Seller of any general assignment for the benefit of creditors, or the failure by the Owner Trustee, on behalf of the Trust, or by the Seller generally to pay its debts as such debts become due, or the taking of action by the Owner Trustee, on behalf of the Trust, or by the Seller in furtherance of any of the foregoing; (vi) a draw is made on the Note Guaranty Insurance Policy; or (vii) so So long as a Note Insurer Default has not occurred and is not continuing, an Insurance Agreement Event of Default shall have occurred; provided, however, that the occurrence of an Insurance Agreement Event of Default may not form the basis of an Event of Default unless the Note Insurer shall, upon prior written notice to the Rating Agencies, have delivered to the Owner Trustee and the Indenture Trustee and not rescinded in a written notice, specifying that such Insurance Agreement Event of Default constitutes an Event of Default under this Indenture.

Events of Insolvency; Events of Default. (a) The occurrence of any event described in clauses (iv) and (v) of subparagraph (b) below shall constitute an "Event of Insolvency" hereunder. (b) The occurrence of any of the following events shall constitute an "Event of Default" hereunder: (i) default in the payment of any interest as the same becomes due and payable, and such default shall continue for a period of five days; (ii) default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable; (iii) default in the observance or performance of any material covenant or agreement of Owner Trustee made in this Indenture, or any representation or warranty of Owner Trustee made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (or for such longer period not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that (i) such default is capable of remedy within 90 days or less, (ii) the Note Insurer, unless a Note Insurer Default has occurred and is continuing, consents to such longer cure period, and (iii) the Servicer, on behalf of the Owner Trustee, delivers an Officer's Certificate to the Indenture Trustee to 104 the effect that the Owner Trustee has commenced or will promptly commence and diligently pursue all reasonable efforts to remedy such default); provided that such default is capable of remedy within 90 days or less and Servicer on behalf of the Owner Trustee delivers an Officer's Certificate to the Indenture Trustee to the effect that Owner Trustee has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after the earlier of discovery or the time that there shall have been given, by registered or certified mail, to the Owner Trustee by the Indenture Trustee or to the Owner Trustee and the Indenture Trustee by the Note Insurer (or, during the continuance of a Note Insurer Default, by the Holders of at least 25% of the Outstanding Principal Balance of the Class A Notes), or, if the Class A Notes are no longer Outstanding and the Note Insurer has been paid in full all amounts then owing to it, by the Holders of at least 25% of the Outstanding Principal Balance of the Class B Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (iv) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Trust, the Seller or any substantial part of the Trust Estate or the estate of the Seller in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Trust, the Seller or for any substantial part of the Trust Estate or the estate of the Seller, or ordering the winding-up or liquidation of the Trust, the Seller's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (v) the commencement by the Owner Trustee on behalf of the Trust, or by the Seller of a voluntary case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Owner Trustee, on behalf of the Trust, or by the Seller to the entry of an order for relief in an involuntary case under any such law, or the consent by the Owner Trustee on behalf of the Trust to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Owner Trustee, on behalf of the Trust, or the Seller or for any substantial part of the Trust Estate or the estate of the Seller, or the making by the Owner Trustee, on behalf of the Trust, or by the Seller of any general assignment for the benefit of creditors, or the failure by the Owner Trustee, on behalf of the Trust, or by the Seller generally to pay its debts as such debts become due, or the taking of action by the Owner Trustee, on behalf of the Trust, or by the Seller in furtherance of any of the foregoing; (vi) a draw is made on the Note Guaranty Insurance Policy; or (vii) so long as a Note Insurer Default has not occurred and is not continuing, an Insurance Agreement Event of Default shall have occurred; provided, however, that the occurrence of an Insurance Agreement Event of Default may not form the basis of an Event of Default unless the Note Insurer shall, upon prior written notice to the Rating Agencies, have delivered to the Owner Trustee and the Indenture Trustee and not 105 rescinded in a written notice, specifying that such Insurance Agreement Event of Default constitutes an Event of Default under this Indenture.