Facility Termination Events. Each of the following shall constitute a Facility Termination Event under this Agreement:
(a) Default in the payment when due of any principal of any Advance, or default in the payment of any other amount payable by the Borrower hereunder, including, without limitation, any Yield on any Advance or any Fees which default shall continue for one Business Day;
(b) Any MFN Entity shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or in any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Sections 11.6, 11.7, 11.10, 12.2(a) and Article XIX, as to each of which no grace period shall apply, any such failure shall remain unremedied for 10 days after knowledge thereof by any MFN Entity or after written notice thereof shall have been given by the Agent to any MFN Entity;
(c) Any representation or warranty of any MFN Entity (in any capacity) made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished by or on behalf of any MFN Entity to the Agent or the Lenders for purposes of or in connection with this Agreement or any other Transaction Document (including any Servicer's Certificate or any Borrowing Base Confirmation delivered pursuant to Section 7.3) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and, within 30 days after the earlier of knowledge thereof by a Responsible Officer, as the case may be, and the date written notice thereof shall have been given to any MFN Entity, as the case may be, by the Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to eligibility of any Receivable on its Purchase Date to the extent the Seller has repurchased such Receivable in accordance with the provisions hereof or of the Sale and Contribution Agreement;
(d) An Event of Bankruptcy shall have occurred and remain continuing with respect to any MFN Entity;
(e) The aggregate principal amount of all Advances plus the Accrued Expenses outstanding on any day shall exceed the Borrowing Base on such day (a "Borrowing Base Deficiency") and such condition continues unremedied for three Business Days;
(f) The I...
Facility Termination Events. Any of the following acts or occurrences shall constitute a Facility Termination Event under this Servicing Agreement (each a “Facility Termination Event”):
(a) The Servicer shall fail to deliver to the Collateral Agent any Asset Proceeds received by the Servicer as and when required in accordance with this Servicing Agreement or the Credit Agreement, or the Servicer shall fail to pay to the Lender any payment in the amount and on the date required to be made in accordance with this Servicing Agreement and either such failure is a result of Bad Faith on the part of the Servicer or any Affiliated Party;
(b) The Servicer shall fail to observe or perform in any respect any covenant or agreement required to be performed thereby under this Servicing Agreement or under any other Loan Document to which the Servicer is a party and such failure is a result of Bad Faith on the part of the Servicer or any Affiliated Party; provided, that, any failure to perform its obligations under Section 5.2(d) on an arms-length basis or any failure to perform its obligations under Section 5.2(h) shall constitute Bad Faith;
(c) Any representation, warranty or statement of the Servicer made in this Servicing Agreement, or in any certificate, report or other statement, in writing or orally, delivered to any party hereto and pursuant hereto or thereto, shall prove to be incorrect in any material respect as of the date made and such incorrect representation, warranty or statement is a result of Bad Faith on the part of the Servicer or any Affiliated Party;
(d) The Servicer shall make an assignment for the benefit of creditors; or the Servicer shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or the consent of the Servicer (with respect to an action against the Servicer); or the Servicer shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Servicer; or any judgment, writ, warrant of attachment or execution for similar process shall be issued or levied against a substantial part of the property of the Servicer;
(e) a petition n...
Facility Termination Events. Each of the following shall constitute a Facility Termination Event under this Agreement:
Facility Termination Events. If any of the following events (each a “Facility Termination Event”) shall occur and be continuing:
(a) an Event of Bankruptcy shall occur with respect to:
(i) any Transaction Party; or
(ii) any Dxxx European Entity (other than a Transaction Party) and the occurrence of such Event of Bankruptcy has, or is reasonably expected to have, a Material Adverse Effect;
(b) the Administrative Agent, on behalf of the Secured Parties, shall, for any reason, fail or cease to have a valid and perfected first priority charge, security interest or pledge in the Collateral prior to all other interests, or there shall exist any Adverse Claims on such Collateral other than Permitted Adverse Claims;
(c) any Change of Control shall occur with respect to any Facility Party or any other Dxxx European Entity (other than the Spanish Account SPV or any Originator);
(d) the Fixed Charge Coverage Ratio shall at any time be less than:
(i) 1.25:1 and the Fixed Charge Coverage Ratio has not been recalculated and increased back up to at least 1.25:1 in accordance with Clause 10.3 (Financial covenant) of the Performance Undertaking within the time specified in such Clause; or
(e) except in the case of a termination expressly permitted under Clause 10.12 (Limitation on the addition and termination of Originators), any Transaction Document (other than any Originator Sale Agreement, Account Security Agreement or the Spanish Account Agency Agreement, in each case, to the extent any termination thereof constitutes a Seller Termination Event under an Originator Sale Agreement) or any material provision thereof shall cease, for any reason, to be in full force and effect, or any Transaction Party shall so assert in writing or any Transaction Party shall otherwise seek to terminate or disaffirm its material obligations under any such Transaction Document;
(f) any Facility Suspension Event is continuing after, or not otherwise remedied prior to, 15 Business Days after such Facility Suspension Event occurred;
(g) the issue of a moral hazard notice by tPR to any Dxxx European Entity; then, and in any such event, the Administrative Agent may, in its discretion, and shall, at the direction of the Required Lenders, declare the Facility Termination Date to have occurred upon notice to the Borrower (in which case the Facility Termination Date shall be deemed to have occurred); provided that automatically upon the occurrence of any event (without any requirement for the giving of notice) described in Claus...
Facility Termination Events. The occurrence of any one or more of the following events shall constitute a Facility Termination Event:
(a) Any representation, warranty, certification, or statement made by the Depositor, any Eligible Originator or the Originator in any of the Operative Documents, shall prove to have been incorrect in any material respect when made or deemed made (other than any representation or warranty with respect to the Accounts or the eligibility thereof);
(b) Failure of the Originator, any Eligible Originator or the Depositor to pay or deposit any amounts when required hereunder or under any other Operative Document;
(c) The default by any Eligible Originator, the Originator or the Depositor, in the performance of any covenant or undertaking, (other than, with respect to the Depositor, in its capacity as Master Servicer) to be performed or observed under any Operative Document and such default continues unremedied for thirty (30) days;
(d) A Servicer Default or an event of default under the Subservicing Agreements shall have occurred;
(e) any Person shall institute steps to terminate any Pension Plan if the assets of such Pension Plan are insufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), or a contribution failure occurs with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA;
(f) any material provision of this Loan Agreement or any other Operative Document to which the Originator, any Eligible Originator or the Depositor is a party shall cease to be in full force and effect or the Originator, any Eligible Originator or the Depositor shall so state in writing; or
(g) an Event of Default shall occur.
Facility Termination Events. 60 SECTION 14.2. Effect of Facility Termination Event....................................61 SECTION 14.3. Rights Upon Termination Event...........................................61 ARTICLE XV.
Facility Termination Events. The occurrence of any one or more of the following events shall constitute a “Facility Termination Event”:
Facility Termination Events. 28 Section 6.3. Remedies .....................................................29
Facility Termination Events. Unless disputed in good faith, the following shall be “Facility Termination Events” with respect to a Facility:
Facility Termination Events. 34 Article VIII. INDEMNIFICATION. ........................................................................................................37 Article IX. ADMINISTRATIVE AGENT. ................................................................................................42
