Common use of Manager Termination Events Clause in Contracts

Manager Termination Events. Any of the following events or occurrences shall constitute a Manager Termination Event (a “Manager Termination Event”) under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either the Master Issuer or the Trustee (acting at the direction of the Control Party): (i) any failure by the Manager to remit to the Collection Account, any Base Indenture Account or any Series Account, within three (3) Business Days of its actual knowledge of its receipt thereof, any payments required to be deposited into the Collection Account, such Base Indenture Account or such Series Account received by it in respect of the Managed Assets; (ii) the Quarterly DSCR for any Quarterly Payment Date is less than 1.20x. (iii) any failure by the Manager to provide (A) any required certificate or report set forth in Sections 4.1(a), (b), (d) or (k) of the Base Indenture within three Business Days of its due date or (B) any required certificate or report set forth in Section 4.1(c) of the Base Indenture when due; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Related Document to which it is party and the continuation of such default uncured for a period of 30 days after it has been notified thereof by the Master Issuer or the Control Party, or otherwise obtained knowledge of such default; provided, however, that as long as the Manager is diligently attempting to cure such default, such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional 30 days; and provided, further, that any default related to transfer of a defective asset pursuant to the terms of this Agreement, a Distribution and Contribution Agreement or a Contribution and Sale Agreement shall be deemed cured for purposes hereof upon payment in full by the applicable transferor of the liquidated damages amount specified in this Agreement, such Distribution and Contribution Agreement or such Contribution and Sale Agreement. (v) any representation, warranty or statement of the Manager made in this Agreement or any other Related Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect, in each case as of the time when the same was made or deemed to have been made or as of any other date specified in such document or agreement; provided that if any such breach is capable of being remedied within 30 days of the Manager’s knowledge of such breach or receipt of notice thereof, then a Manager Termination Event shall only occur under this clause (vi) as a result of such breach if it is not cured in all material respects by the end of such 30 day period; (vi) an Event of Bankruptcy with respect to the Manager shall have occurred; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and in effect for more than ten days; (viii) a final non-appealable judgment for an amount in excess of $25,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager or, so long as DPL is the Manager, is rendered against Holdco or Intermediate Holdco by a court of competent jurisdiction and is not paid or discharged within 30 days; (ix) an acceleration of more than $25,000,000 of the Indebtedness of the Manager or, so long as DPL is the Manager, Intermediate Holdco or Holdco; (x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions thereof and other than Section 2.1(l)), or the Manager asserts as much in writing; and (xi) a failure by the Manager, Holdco, or any direct or indirect subsidiary of Holdco (apart from the Securitization Entities) to comply with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of 45 days after Holdco has been notified by any Securitization Entity or the Control Party, or otherwise has obtained knowledge of such non-compliance.

Manager Termination Events. Any of the following events acts or occurrences shall constitute a Manager Termination Event (a “Manager Termination Event”) ” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either the Master Issuer Issuer, the Back-Up Manager, the Controlling Class Representative or the Trustee (acting at the direction of the Control PartyControlling Class Representative): (i) any failure by the Manager to remit to the Collection Account, any Base Indenture Account or any Series Account, within three (3) Business Days of its actual knowledge of its receipt thereof, any payments required to be deposited into the Collection Account, such Base Indenture Account or such Series Account received by it in respect of the Managed Assets[Reserved]; (ii) the Quarterly DSCR for any Quarterly Payment Date is less than 1.20x.[Reserved]; (iii) any failure by the Manager to provide (A) any required certificate or report set forth in Sections 4.1(a), (bc), (d), (e), (f), (g) or (kh) of the Base Indenture within three (3) Business Days of its due date or (B) any required certificate or report set forth in Section 4.1(c) of the Base Indenture when duedate; (iv) a material default by the Manager in the due performance and observance of any material provision of this Agreement or any other Related Transaction Document (other than as described above) to which it is party and the continuation of such default uncured for a period of 30 days after it the Manager has been notified thereof in writing by the Master Issuer or the Control Party, or otherwise obtained knowledge of such defaultControlling Class Representative; provided, however, that as long as the Manager is diligently attempting to cure such defaultdefault (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional 30 days; and provided, further, that any default related to transfer of a defective asset pursuant to the terms of this Agreement, a Distribution and Contribution Agreement or a Contribution and Sale Agreement shall be deemed cured for purposes hereof upon payment in full by the applicable transferor of the liquidated damages amount specified in this Agreement, such Distribution and Contribution Agreement or such Contribution and Sale Agreement.; (v) any representation, warranty or statement of the Manager made in this Agreement or any other Related Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect, in each case as of the time when the same was made or deemed to have been made or as of any other date specified in such document or agreement; provided that if any such breach is capable of being remedied within 30 days of after the Manager’s knowledge Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (viv) as a result of such breach if it is not cured in all material respects by the end of such 30 30-day period; (vi) an Event of Bankruptcy with respect to the Manager shall have occurredManager; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and in effect for more than ten days; (viii) a final non-appealable judgment for an amount in excess of $25,000,000 15,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager or, so long as DPL is the Manager, is rendered against Holdco or Intermediate Holdco by a court of competent jurisdiction and is not paid paid, discharged or discharged stayed within 30 days60 days of the date when due; (ix) an acceleration of more than $25,000,000 15,000,000 of the Indebtedness of the Manager or, so long as DPL is the Manager, Intermediate Holdco which Indebtedness has not been discharged or Holdcowhich acceleration has not been rescinded and annulled; (x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions thereof and other than Section 2.1(l)), hereof) or the Manager asserts as much in writing; andor (xi) the occurrence of a failure by Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing with respect to the Manager, Holdco, the Controlling Class Representative may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or any (vii) above) or (ii) direct or indirect subsidiary the Trustee in writing to terminate the Manager in its capacity as such by the delivery of Holdco a termination notice (apart from the Securitization Entitiesa “Termination Notice”) to comply the Manager (with a copy to each of the Issuer, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to Manager shall not be required in respect of any Manager Termination Event described in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Controlling Class Representative, delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Controlling Class Representative. If no Successor Manager has been appointed by the Controlling Class Representative, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Holdco Specified NonControlling Class Representative to implement the Transition Plan (as such term is defined in the Back-Securitization Debt Cap, and such failure has continued for Up Management Agreement) until a period of 45 days after Holdco Successor Manager (other than the Back-Up Manager) has been notified appointed by the Controlling Class Representative. Notwithstanding anything to the contrary contained herein or in any Securitization Entity other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Control Party, Manager or otherwise has obtained knowledge Successor Manager or (B) have any obligation or responsibility to perform any of such non-compliancethe duties or obligations of the Manager or Successor Manager.

Manager Termination Events. Any of the following events or occurrences shall constitute a Manager Termination Event (a “Manager Termination Event”“) under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either the Master Issuer Brand Holdings II or the Trustee (acting at the direction of the Control Party): (i) any failure by the Manager to remit to the Collection Account, any Base Indenture Account or any Series Account, within three two (32) Business Days of its actual knowledge of its receipt thereof, any payments required to be deposited into the Collection Account, such Base Indenture Account or such Series Account received by it in respect of the Managed Securitized Assets; (ii) the Quarterly Interest-Only DSCR for any Quarterly Payment Date is less than 1.20x.1.20x and the Control Party reasonably determines that such decline in the Interest-Only DSCR is primarily attributable to acts or omissions of the Manager rather than factors affecting the Securitization Entities’ industry generally; (iii) any failure by the Manager to provide (A) any required certificate or report set forth in Sections 4.1(a), (b), (d) or (k) of the Base Indenture within three (3) Business Days of its due date or (B) any required certificate or report set forth in Section 4.1(c) of the Base Indenture when due; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Related Document to which it is party and the continuation of such default uncured for a period of 30 thirty (30) days after it has been notified thereof by the Master Issuer any Securitization Entity or the Control Party, or otherwise obtained actual knowledge of such default; provided, however, that as long as the Manager is diligently attempting to cure such default, such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional 30 forty-five (45) days; and provided, further, that any default related to transfer of a defective asset pursuant to the terms of this Agreement, a Distribution and Contribution Agreement or a Contribution and Sale Agreement shall be deemed cured for purposes hereof upon payment in full by the applicable transferor of the liquidated damages amount specified in this Agreement, such Distribution and Contribution Agreement or such Contribution and Sale Agreement.; (v) any representation, warranty or statement of the Manager made in this Agreement or any other Related Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect, in each case as of the time when the same was made or deemed to have been made or as of any other date specified in such document or agreement; provided that if any such breach is capable of being remedied within 30 days of the Manager’s knowledge of such breach or receipt of notice thereof, then a Manager Termination Event shall only occur under this clause (vi) as a result of such breach if it is not cured in all material respects by the end of such 30 day period; (vi) an Event of Bankruptcy with respect to the Manager shall have occurred; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and in effect for more than ten days; (viii) a final non-appealable judgment or order for the payment of money is rendered against the Manager and such judgment or order is in an amount in excess that, when aggregated with the amount of other unsatisfied final judgments or orders against the Manager exceeds $25,000,000 10.0 million (exclusive of any portion thereof which is insured) is rendered against the Manager or, so long as DPL is the Manager, is rendered against Holdco or Intermediate Holdco by a court of competent jurisdiction and is not paid or discharged within 30 thirty (30) days; (ixviii) an acceleration payment of more than $25,000,000 of the any Indebtedness of the Manager or payment of any Subsidiary Debt of a Significant Subsidiary, in each case, in a principal amount greater than $15.0 million is accelerated at any time following the occurrence of any event of default under the terms of such Indebtedness or such Subsidiary Debt and, in the case of such Subsidiary Debt, such accelerated Subsidiary Debt is not satisfied or acceleration is not otherwise waived within two (2) Business Days; or, so long as DPL is the Manager, Intermediate Holdco or Holdco; (xix) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions thereof and other than Section 2.1(l)thereof), or the Manager asserts as much in writing; and (xi) a failure by the Manager, Holdco, or any direct or indirect subsidiary of Holdco (apart from the Securitization Entities) to comply with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of 45 days after Holdco has been notified by any Securitization Entity or the Control Party, or otherwise has obtained knowledge of such non-compliance.