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 Clause 7.2(a), the Facility Termination Date shall occur. Upon any such declaration or upon such automatic termination, the Lenders and the Administrative Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under applicable Law, which rights and remedies shall be cumulative.
Appears in 1 contract
Facility Termination Events. If any Each of the following events (each shall constitute a “Facility Termination Event”) shall occur and be continuingEvent under this Agreement:
(a) an Event any default in the payment when due of Bankruptcy (i) any principal of any Advance or (ii) any other amount payable by the Borrower or the Servicer hereunder, including any Yield on any Advance, any Undrawn Fee or any other Fee, in each case, which default shall continue for three Business Days;
(b) failure on the part of the Borrower duly to observe or to perform in any respect any covenant or agreement of the Borrower set forth in this Agreement or any other Transaction Document and, except in the case of the covenants and agreements contained in Section 10.7, Section 10.9, Section 10.11 and Section 10.16 as to each of which no grace period shall apply, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure shall have been given to the Borrower by the Collateral Agent or the Administrative Agent;
(c) any representation, warranty or statement of the Borrower made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be false or incorrect as of the time when the same shall have been made or deemed made within 30 days after written notice thereof shall have been given to the Borrower by the Collateral Agent or the Administrative Agent, the circumstance 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 the “eligibility” of any Collateral Obligation if the Borrower complies with its obligations in Section 7.11 with respect to:to such Collateral Obligation;
(d) an Insolvency Event shall have occurred and be continuing with respect to the Borrower or the Equityholder;
(e) the aggregate principal amount of all Advances outstanding hereunder exceeds the Borrowing Base, and such condition continues unremedied for two (2) consecutive Business Days;
(f) the Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower, or the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower;
(i) any Transaction PartyDocument or any Lien or security interest granted thereunder by the Borrower shall (except in accordance with its terms), in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or
or (ii) the Borrower or the Servicer or any Dxxx European Entity other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; or (other than iii) any security interest securing any Obligation shall, in whole or in part, cease to be a Transaction Partyperfected first priority security interest (except, as to priority, for Permitted Liens) and against the occurrence of such Event of Bankruptcy has, or is reasonably expected to have, a Material Adverse EffectBorrower;
(bh) the Administrative Agent, on behalf of the Secured Parties, shall, for a Servicer Default shall have occurred and be continuing past any reason, fail applicable notice or cease to have a valid and perfected first priority charge, security interest or pledge cure period provided in the Collateral prior to all other interests, or there shall exist any Adverse Claims on such Collateral other than Permitted Adverse Claimsdefinition thereof;
(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) failure of the Performance Undertaking within the time specified Borrower to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in such Clause; or
(e) except an aggregate amount in excess of $250,000, individually or 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 aggregate; 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 or condition that gives rise to a right of acceleration with respect to such recourse debt in excess of $250,000;
(j) a Change of Control shall have occurred;
(k) the Borrower shall be required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act;
(l) failure on the part of the Borrower, the Equityholder or the Servicer to (i) make any payment or deposit (including, without limitation, (x) with respect to bifurcation and remittance of Principal Collections and Interest Collections or any requirement for other payment or deposit required to be made by the giving terms of noticethe Transaction Documents and (y) described depositing all Reference Asset Collections into the Reference Asset Account) required by the terms of any Transaction Document in Clause 7.2(aaccordance with Section 7.3(b), Section 8.1(f) and Section 10.10 or (ii) otherwise observe or perform any covenant, agreement or obligation with respect to the Facility Termination Date shall occur. Upon management and distribution of funds received with respect to the Collateral;
(i) failure of the Borrower to maintain at least one Independent Manager, (ii) the removal of any such declaration Independent Manager without Cause or upon such automatic termination, prior written notice to the Lenders and Administrative Agent (in each case as required by the organization documents of the Borrower) or (iii) an Independent Manager of the Borrower which is not pre-approved by the Administrative Agent shall havebe appointed without the consent of the Administrative Agent; provided that, in addition the case of each of clauses (i) and (ii), the Borrower shall have five (5) Business Days to replace any Independent Manager upon the death or incapacitation of the current Independent Manager;
(n) the Borrower makes any assignment or attempted assignment of its respective rights or obligations under this Agreement or any other Transaction Document without first obtaining the specific written consent of the Administrative Agent, which consent may be withheld in the exercise of its sole and absolute discretion;
(o) any court shall render a final, non-appealable judgment against the Borrower in an amount in excess of $250,000 which shall not be satisfactorily stayed, discharged, vacated, set aside or satisfied within 30 days of the making thereof;
(p) the Borrower shall fail to qualify as a bankruptcy-remote entity based upon customary criteria such that Mxxxx & Vxx Xxxxx PLLC or any other reputable counsel could no longer render a substantive nonconsolidation opinion with respect to the rights and remedies which they may have under this AgreementBorrower;
(q) failure to pay, on the Facility Termination Date, all other rights outstanding Obligations;
(r) the Minimum Equity Test is not satisfied and remedies provided after default under applicable Law, which rights such condition continues unremedied for three (3) consecutive Business Days; or
(s) the Reference Asset Aggregate Amount fails to be at least equal to the Reference Asset Minimum Amount and remedies shall be cumulativesuch condition continues unremedied for two (2) consecutive Business Days.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Business Development Corp of America)
Facility Termination Events. If any Each of the following events (each shall constitute a “Facility Termination Event”) shall occur and be continuingEvent under this Agreement:
(a) an Event Default in the payment when due of Bankruptcy any principal of any Advance, which default 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 hascontinue unremedied for one Business Day, or is reasonably expected to havedefault in the payment of any other amount payable by the Borrower or UACC (in any capacity) hereunder, a Material Adverse Effectincluding, without limitation, any Yield on any Advance or any Fees which default shall continue for two Business Days;
(b) The Borrower, the Administrative AgentSeller, the Servicer, the Guarantor, UPFC (in any capacity) or UACC (in any capacity) shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on behalf its part to be performed or observed and, except in the case of the Secured Partiescovenants and agreements contained in Sections 11.6, shall11.7 and 11.8, as to each of which no grace period shall apply, any such failure shall remain unremedied for any reason30 days after knowledge thereof or after written notice thereof shall have been given by the Administrative/Collateral Agent to the Borrower, fail the Seller, the Servicer, the Guarantor, UPFC 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 ClaimsUACC;
(c) Any representation or warranty of the Borrower, the Seller, the Servicer, the Guarantor, UPFC or UACC (in any Change of Control shall occur with respect capacity) made or deemed to have been made hereunder or in any Facility Party other Transaction Document or any other Dxxx European Entity writing or certificate furnished by or on behalf of the Borrower, the Seller, the Servicer, the Guarantor, UPFC or UACC (other than in any capacity) to the Spanish Account SPV Administrative/Collateral Agent for purposes of or in connection with this Agreement or any Originator)other Transaction Document (including any Distribution Date Statement or Borrowing Base Confirmation) shall prove to have been false or incorrect in any material respect when made or deemed to have been made; provided that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the “eligibility” of any Transferred Contract if such Transferred Contract shall have been purchased or repurchased by the Servicer, the Seller or the Borrower;
(d) An Insolvency Event shall have occurred and be continuing with respect to the Fixed Charge Coverage Ratio Borrower, the Seller, the Servicer, the Guarantor, UPFC or UACC;
(e) The aggregate principal amount of all Advances outstanding hereunder exceeds the Initial Borrowing Base and such condition continues unremedied for one Business Day;
(f) The Internal Revenue Service shall at file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any time be less than:of the assets of the Borrower or the Seller and such lien shall not have been released within 30 days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower or the Seller and such lien shall not have been released within 30 days;
(i) 1.25:1 and Any Transaction Document or any lien or security interest granted thereunder by the Fixed Charge Coverage Ratio has not been recalculated and increased back up to at least 1.25:1 Borrower, shall (except in accordance with Clause 10.3 (Financial covenant) its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Performance Undertaking within Borrower; or (ii) the time specified Borrower, the Seller, the Servicer, the Guarantor, UPFC or UACC or any other party shall, directly or indirectly, contest in such Clauseany manner the effectiveness, validity, binding nature or enforceability of any Transaction Document; oror (iii) any security interest securing any Obligation shall, in whole or in part, cease to be a perfected first priority security interest (except, as to priority, for Permitted Liens that may arise after the applicable Purchase Date) against the Borrower;
(eh) except A Servicer Default shall have occurred and be continuing;
(i) the Delinquency Ratio exceeds (x) prior to the first Take-Out Securitization, 4.00% or (y) after the first Take-Out Securitization, 2.00%;
(j) the Net Loss Ratio exceeds (x) prior to the first Take-Out Securitization, 8.00% or (y) after the first Take-Out Securitization, 3.50%;
(k) UACC fails to own directly or indirectly 100% of the outstanding equity in the Borrower or UPFC fails to own directly or indirectly 100% of the outstanding equity in UACC;
(l) The Borrower, the Seller, the Servicer, the Guarantor, UPFC or UACC or any Subsidiary of any of the foregoing shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $10,000,000 (or, in the case of a termination expressly permitted the Borrower, $50,000) or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under Clause 10.12 (Limitation on any agreement or instrument relating to any such Indebtedness of the addition Borrower, the Seller, the Servicer, the Guarantor, UPFC or UACC or any such Subsidiary, as applicable; or any other event, shall occur and termination shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of Originators)such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any Transaction Document such Indebtedness shall be declared to be due and payable or required to be prepaid (other than any Originator Sale Agreementby a regularly scheduled required prepayment), Account Security Agreement redeemed, purchased or the Spanish Account Agency Agreementdefeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the extent any termination thereof constitutes a Seller Termination Event under an Originator Sale Agreement) stated maturity thereof; or any material provision thereof early amortization event, pay out event or other similar event shall ceasecontinue after the applicable grace period, for if any, specified in the agreement or instrument relating to any reason, such Indebtedness if the effect of such event is to cause the principal of such Indebtedness 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 Documentamortized on an accelerated basis;
(fm) any Facility Suspension Event is continuing afterUACC does not engage in at least two Take-Out Securitizations in each calendar year each of which includes 95% or more of the aggregate principal balance of Eligible Contracts at the time such Take-Out Securitization closes, or UACC does not otherwise remedied prior to, 15 Business Days engage in such a Take-Out Securitization within 210 days after the later of (i) the last such Facility Suspension Event occurredTake-Out Securitization and (ii) the Effective Date;
(gn) On any Distribution Date, after giving effect to all deposits and withdrawals on such date, the issue amount on deposit in the Reserve Account is less than the Required Reserve Account Amount;
(o) On any Distribution Date, after giving effect to all deposits and withdrawals on such date, the amount on deposit in the Cap Funding Reserve Account is less than the Cap Funding Reserve Account Requirement;
(p) The report of a moral hazard notice by tPR the auditors with respect to any Dxxx European Entity; then, and annual financial statements of the Servicer delivered pursuant to Section 11.4(a) is qualified in any such event, manner; or
(q) Ray Thousand shall cease to be CEO of UACC and the Administrative Agent may, in its discretion, and shall, at the direction of replacement CEO has not been approved by 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 Clause 7.2(a), the Facility Termination Date shall occur. Upon any such declaration or upon such automatic termination, the Lenders and the Administrative Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under applicable Law, which rights and remedies shall be cumulative.
Appears in 1 contract
Samples: Receivables Financing Agreement (United Pan Am Financial Corp)
Facility Termination Events. If any Each of the following events (each shall constitute a “Facility Termination Event”) shall occur and be continuingEvent under this Agreement:
(a) an Event any default in the payment when due of Bankruptcy shall occur with respect to:
(i) any Transaction Party; or
principal of any Advance or (ii) any Dxxx European Entity (other than a Transaction Party) and amount payable by the occurrence of such Event of Bankruptcy hasBorrower or the Investment Manager hereunder, including any Yield on any Advance, any Undrawn Fee or is reasonably expected to haveany other Fee, a Material Adverse Effectin each case, which default shall continue for two Business Days;
(b) the Administrative AgentBorrower or the Investment Manager shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on behalf its part to be performed or observed and, except in the case of the Secured Partiescovenants and agreements contained in Section 10.7, shallSection 10.9, Section 10.11 and Section 10.16 as to each of which no grace period shall apply, any such failure shall remain unremedied for any reasona period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower or the Investment Manager, fail and (ii) the date on which a Responsible Officer of the Borrower 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 ClaimsInvestment Manager acquires knowledge thereof;
(c) any Change representation or warranty of Control shall occur with respect the Borrower or the Investment Manager made or deemed to have been made hereunder or in any Facility Party other Transaction Document or any other Dxxx European Entity (other than writing or certificate furnished by or on behalf of the Spanish Account SPV Borrower or the Investment Manager to the Administrative Agent, any Agent or any Originator);
Lender for purposes of or in connection with this Agreement or any other Transaction Document (dincluding any Monthly Report) shall prove to have been false or incorrect in any material respect when made or deemed to have been made and the Fixed Charge Coverage Ratio shall at any time same continues unremedied for a period of thirty (30) days (if such failure can be less than:
remedied) after the earlier to occur of (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) date on which written notice of such failure requiring 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, same to be in full force and effect, or any Transaction Party remedied 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 been given to the Borrower or the Investment Manager, and (in ii) the date on which case a Responsible Officer of the Facility Termination Date shall be deemed to have occurred)Borrower or the Investment Manager acquires knowledge thereof; provided provided, that automatically upon the occurrence of any event (without any requirement for the giving of notice) described in Clause 7.2(a), the Facility Termination Date shall occur. Upon any such declaration or upon such automatic termination, the Lenders and the Administrative Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under applicable Law, which rights and remedies shall be cumulative.no breach
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (FS Investment Corp III)
Facility Termination Events. If any of the following events occurs (each each, a “Facility Termination Event”) shall occur and be continuing:):
(a) an Event other than as set forth in Section 8.02(a), the Borrower, any Seller or the Administrator shall fail to perform or observe any material term, covenant or agreement hereunder or under any other Facility Document, and such failure shall continue for ten (10) Business Days following the earlier of Bankruptcy actual knowledge of such failure by a Responsible Officer of such Person or receipt by such Person of written notice of such failure by the Agent or any Lender;
(b) as of any Monthly Reporting Date, the Rolling Three Month Reimbursement Percentage is less than 15.0%;
(c) as of any Monthly Reporting Date, the Weighted Average Liquidation Period exceeds fifteen (15) months;
(d) as of any Monthly Reporting Date, the Weighted Average Months Outstanding exceeds twenty four (24) months;
(e) a Change of Control shall occur occur;
(f) any Seller or the Administrator shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Indebtedness with respect to:a principal amount in excess of $5,000,000, when and as the same shall become due and payable (subject to any applicable grace period) or any event or condition occurs and, while continuing, results in any Indebtedness of any Seller or the Administrator in with a principal amount in excess of $5,000,000 becoming due prior to its scheduled maturity or that enables or permits (subject to any applicable grace period) the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(g) the Annual Net Cash Provided by Operating Activities of the Parent shall be less than $50,000,000;
(h) as of the last day of any fiscal quarter of the Administrator, the Tangible Net Worth of the Administrator shall be less than $25,000,000;
(i) Xxxxxx Xxx or Xxxxxxx Mac shall terminate any Transaction Party; orSeller as an approved servicer;
(j) the occurrence of any Servicer Termination Event that would result in a Material Adverse Effect on a Seller;
(k) any Seller shall fail to comply with (i) the Stop Advance Criteria, (ii) any Dxxx European Entity Nonrecoverable Advance Policy or (iii) other than a Transaction Party) and the occurrence of policy that if not complied with by such Event of Bankruptcy has, or is reasonably expected to have, Seller would have a Material Adverse Effect;
(bl) the Administrative Agent, on behalf Verification Agent is terminated by the Borrower or any of their Affiliates or subsidiaries and such termination becomes effective prior to the selection and approval by the Agent of a successor verification agent (such approval not to be unreasonably withheld or delayed) and the assumption 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 Verification Agent’s duties by such Collateral other than Permitted Adverse Claimssuccessor verification agent;
(cm) any Change failure of Control shall occur a Seller to comply with respect to any Facility Party applicable Requirement of Law regarding licensing, consumer lending or any other Dxxx European Entity (other than the Spanish Account SPV or any Originator)debt collection practices that would have a Material Adverse Effect;
(dn) the Fixed Charge Coverage Ratio aggregate notional amount under all Interest Rate Hedge Agreements shall at any time be less than:
than seventy percent (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 covenant70.0%) of the Performance Undertaking within the time specified in such ClauseAggregate Loan Amount; or
(eo) except in the case aggregate notional amount under all Interest Rate Hedge Agreements shall be less than eighty percent (80.0%) but greater than seventy percent (70%) of the Aggregate Loan Amount and the same shall continue unremedied for thirty (30) days after the earlier of actual knowledge thereof by a termination expressly permitted under Clause 10.12 (Limitation on Responsible Officer of the addition and termination Administrator or receipt by the Administrator of Originators), any Transaction Document (other than any Originator Sale Agreement, Account Security Agreement or written notice thereof by the Spanish Account Agency Agreement, in each case, to the extent any termination thereof constitutes a Seller Termination Event under an Originator Sale Agreement) Agent 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; Lender. then, and in upon the occurrence of any such event, the Administrative Agent may, in its discretion, and shall, (at the direction of the Required Lenders) may, by written notice to the Borrower and the Administrator, 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 Clause 7.2(a), the Facility Termination Date shall occur. Upon any such declaration or upon such automatic termination, the Lenders and the Administrative Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under applicable Law, which rights and remedies shall be cumulative.
Appears in 1 contract
Samples: Receivables Loan Agreement (Walter Investment Management Corp)
