Common use of Events of Purchase Termination Clause in Contracts

Events of Purchase Termination. If any of the following events ("Events of Purchase Termination") shall occur and be continuing: Any representation or warranty made or deemed to be made by the Seller (or any of its officers) under Article 4 of this Agreement shall prove to have been false or incorrect in any material respect when made or deemed made or any other representation or warranty made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any Related Document shall have been false or incorrect in any material respect when made and the same shall not have been cured within 15 Business Days after written notice from the Purchaser to the Seller; or The Seller shall fail to perform or observe any covenant or agreement, on its part to be performed, in Section 2.3, 2.7, 4.1(f), 5.1(g), 5.2(a), 5.3, 8.1 or 9.6 and the same shall not have been remedied after seven Business Days notice from the Purchaser to the Seller; or The Seller shall fail to perform or observe any other covenant or agreement contained in this Agreement or any other Related Document, on its part to be performed or observed and the same shall not have been remedied within 25 Business Days after written notice from the Purchaser to the Seller; or Amounts owing by the Seller under the Syndicated Credit Agreement shall become due and payable prior to their stated maturity; then, and in any such event, the Purchaser shall, by notice to the Seller in writing or by telephone (confirmed in writing) declare the Termination Date to have occurred, whereupon the Termination Date shall forthwith occur, without demand, protest or further notice, or other formalities of any kind, all of which are hereby expressly waived by the Seller, and the obligation of the Purchaser to purchase Receivables from the Seller shall terminate.

Events of Purchase Termination. If any of the following events ------------------------------ (each, an "Events Event of Purchase Termination") shall occur and be continuing: Any representation or warranty made or deemed to be made by ----------------------------- (a) the Seller (or any of its officers) under Article 4 of this Agreement shall prove to have been false or incorrect in any material respect when made or deemed made or any other representation or warranty made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any Related Document shall have been false or incorrect in any material respect when made and the same shall not have been cured within 15 Business Days after written notice from the Purchaser to the Seller; or The Seller shall fail to perform or observe any covenant or agreementmaterial term, on its part to be performed, in Section 2.3, 2.7, 4.1(f), 5.1(g), 5.2(a), 5.3, 8.1 or 9.6 and the same shall not have been remedied after seven Business Days notice from the Purchaser to the Seller; or The Seller shall fail to perform or observe any other covenant or agreement contained in this Agreement or any other Related Document, on its part to be performed or observed and the same such failure shall not have been remedied within 25 Business Days remain unremedied for 30 days after written notice from thereof shall have been given by the Purchaser to the Seller; or (b) an event described in clauses (ii) or Amounts owing by (iii) of the definition of an Event of Default occurs with respect to the Seller; or (c) there is a material breach of any of the representations and warranties of the Seller under set forth in Section 5(a) or a breach of any covenant set forth in Section 5(c), which breach is not cured within 30 days after written notice of such breach is given to a Responsible Officer of the Syndicated Credit Servicer; or (d) this Agreement and each Sale Assignment shall become due for any reason cease to evidence the transfer to the Purchaser of the legal, equitable and payable prior marketable title to, and ownership of, the Commercial Loans transferred hereunder; or (e) the Purchaser becomes obligated to their stated maturitycease purchasing Commercial Loans from the Seller in accordance with the Sale and Servicing Agreement; then, then and in any such event, the Purchaser shallmay, by notice to the Seller in writing or by telephone (confirmed in writing) declare the an Event of Purchase Termination Date to have occurred, whereupon in which case the date of termination of this Agreement (the "Termination Date Date") shall forthwith occur, be the date such ---------------- notice is given without demand, protest or further notice, or other formalities notice of any kind, all of which are hereby expressly waived by the Seller; provided, and that in the obligation event -------- that any of the Events of Purchase Termination described in subsections (d) or (e) of this Section 7 shall have occurred, an Event of Purchase Termination shall be deemed to have been declared in which case the Termination Date shall be on the date on which such Event of Purchase Termination shall have occurred, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Seller. Upon any such actual declaration or deemed declaration, (i) all of the Seller's rights to transfer Commercial Loans to Purchaser under this Agreement (except its rights by virtue of the Purchaser not having performed its obligations and agreements hereunder) shall terminate and (ii) the Purchaser shall have, in addition to purchase Receivables from all other rights and remedies under this Agreement, all other rights and remedies provided under the Seller UCC and other applicable law, which rights shall terminatebe cumulative.

Events of Purchase Termination. If any of the following events (each an "Events Event of Purchase Termination") shall occur and be continuing: Any representation : (a) The Seller shall materially fail to perform or warranty made observe any term, covenant or deemed to be made by the Seller (or any of its officers) under Article 4 of agreement contained in this Sale Agreement and such failure shall prove to have been false or incorrect in any material respect when made or deemed made or any other representation or warranty made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any Related Document remain unremedied for thirty days after written notice thereof shall have been false or incorrect in any material respect when made and the same shall not have been cured within 15 Business Days after written notice from given by the Purchaser to the Seller; or or (b) The Seller Purchaser shall materially fail to perform or observe any covenant or agreementterm, on its part to be performed, in Section 2.3, 2.7, 4.1(f), 5.1(g), 5.2(a), 5.3, 8.1 or 9.6 and the same shall not have been remedied after seven Business Days notice from the Purchaser to the Seller; or The Seller shall fail to perform or observe any other covenant or agreement contained in this Sale Agreement or any other Related Document, on its part to be performed or observed and the same such failure shall not have been remedied within 25 Business Days remain unremedied for thirty days after written notice from thereof shall have been given by the Purchaser Seller to the Purchaser; or (c) A default shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Seller; or (d) The Seller shall generally not pay any of its respective Debts as such Debts become due, or Amounts owing the Seller shall admit in writing its inability to pay its Debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or any of 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 conservator, receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of and 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 occur; or the Seller shall take any corporate action to authorize any of the actions set forth in this subsection; or (e) Judgments or orders for the payment of money (other than such judgments or orders in respect of which adequate insurance is maintained for the payment thereof) in excess of $15,000 in the aggregate against the Seller shall remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; or (f) There is a material breach of any of the representations and warranties of the Seller set forth in Section 5(a); (g) Any Governmental Authority (including the Internal Revenue Service or the Pension Benefit Guaranty Corporation) shall file notice of a lien with regard to the assets of the Seller other than a lien (i) limited by its terms to assets other than Program Contracts and (ii) not materially adversely affecting the financial condition of the Seller; or (h) A deterioration has taken place in the quality of the Sold Program Contracts (and Seller and Purchaser are unable to renegotiate the Fee Schedule within 10 days of Purchaser's notice of deterioration of the Sold Program Contracts) or in the collectibility thereof which the Purchaser, in its sole discretion, determines to be material; or (i) This Sale Agreement shall for any reason cease to evidence the transfer to the Purchaser of the legal and equitable title to, and ownership of the Sold Program Contracts; or (j) any company providing insurance to the Purchaser in respect of the Sold Program Contracts determines that the Sold Program Contracts originated by the Seller under are, as a general matter, ineligible for insurance coverage; or the Syndicated Credit rating agency rating the Securities determines that inclusion of Sold Program Contracts originated by the Seller in the applicable trust will result in a review with negative implications, suspension, downgrade, withdrawal or other impairment of the rating assigned to such Securities. (k) Seller does not offer at least 500 Eligible Program Contracts per month beginning three (3) months after the Closing Date. (l) In the event that any of the Events of Purchase Termination described above (except for subsections (d) or (i)) herein shall have occurred, the Purchaser shall have provided the Seller (or the Seller shall have provided the Purchaser) with a written notice of its intent to terminate this Sale Agreement and 30 Business Days shall become due and payable prior to their stated maturityhave lapsed since such notice; then, then and in any such event, the Purchaser shall(or the Seller) may, by notice to the Seller in writing (or by telephone (confirmed in writingthe Purchaser) declare the an Event of Purchase Termination Date to have occurred, whereupon the Termination Date shall forthwith occur, without demand, protest or further notice, or other formalities notice of any kind, all of which are hereby expressly waived by the SellerSeller (or the Purchaser). In the event that any of the Events of Purchase Termination described in subsections (d) or (i) herein shall have occurred, an Event of Purchase Termination shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Seller and the obligation of Purchaser. Upon any such declaration or automatic occurrence, the Purchaser shall have, in addition to purchase Receivables from all other rights and remedies under this Sale Agreement, all other rights and remedies provided under the Seller UCC and other applicable law, which rights shall terminatebe cumulative.

Events of Purchase Termination. If any of the following events (each, an "Events Event of Purchase Termination") shall occur and be continuing: Any representation or warranty made or deemed to be made by : (a) the Seller (or any of its officers) under Article 4 of this Agreement shall prove to have been false or incorrect in any material respect when made or deemed made or any other representation or warranty made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any Related Document shall have been false or incorrect in any material respect when made and the same shall not have been cured within 15 Business Days after written notice from the Purchaser to the Seller; or The Seller shall fail to perform or observe any covenant or agreementmaterial term, on its part to be performed, in Section 2.3, 2.7, 4.1(f), 5.1(g), 5.2(a), 5.3, 8.1 or 9.6 and the same shall not have been remedied after seven Business Days notice from the Purchaser to the Seller; or The Seller shall fail to perform or observe any other covenant or agreement contained in this Agreement or any other Related Document, on its part to be performed or observed and the same such failure shall not have been remedied within 25 Business Days remain unremedied for 30 days after written notice from thereof shall have been given by the Purchaser to the Seller; or (b) an Event of Default under the Credit Agreement or Amounts owing by the Indenture which default results in the acceleration of the Notes; or (c) there is a material breach of any of the representations and warranties of the Seller under set forth in Section 5(a); or (d) this Agreement and each Sale Assignment shall for any reason cease to evidence the Syndicated transfer to the Purchaser of the legal, equitable and marketable title to, and ownership of, the Receivables; or (e) the Purchaser becomes obligated to cease purchasing Receivables from the Seller in accordance with the Credit Agreement shall become due and payable prior to their stated maturityAgreement; then, then and in any such event, the Purchaser shallmay, by notice to the Seller in writing or by telephone (confirmed in writing) declare the an Event of Purchase Termination Date to have occurred, whereupon in which case the Termination Date shall forthwith occur, be the date such notice is given without demand, protest or further notice, or other formalities notice of any kind, all of which are hereby expressly waived by the Seller; provided, and that in the obligation event that any of the Events of Purchase Termination described in subsections (d) or (e) of this Section 7 shall have occurred, an Event of Purchase Termination shall be deemed to have been declared in which case the Termination Date shall be on the date on which such Event of Purchase Termination shall have occurred, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Seller. Upon any such actual declaration or deemed declaration, (i) all of the Seller's rights under this Agreement (except its rights by virtue of the Purchaser not having performed its obligations and agreements hereunder) shall terminate and (ii) the Purchaser shall have, in addition to purchase Receivables from all other rights and remedies under this Agreement, all other rights and remedies provided under the Seller UCC and other applicable law, which rights shall terminatebe cumulative.