MTN CASH MANAGER DEFAULTS. If any one of the following events (each a "MTN CASH MANAGER DEFAULT") shall occur and be continuing: 12.1.1 any failure by the MTN Cash Manager to make any payment, transfer or deposit or to give instructions or notice to the Issuer, as the case may be, pursuant to an agreed schedule of calculations and allocations or to instruct the Issuer to make any required drawing, withdrawal or payment for any Series on or before the date occurring five Business Days after the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Deed or any Series Document; 12.1.2 failure on the part of the MTN Cash Manager duly to observe or perform in any respect any other covenants or agreements of the MTN Cash Manager set forth in this Deed or any Series Document which has a Material Adverse Effect on the interests of any Secured Creditor of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the MTN Cash Manager by the Issuer or the Trustee, or to the MTN Cash Manager, the Issuer and the Trustee by a Noteholder or Noteholders representing in aggregate not less than 50 per cent. of the Principal Amount Outstanding of any Class of Notes of a Series adversely affected thereby and continues to have a Material Adverse Effect on the interests of such Noteholder or Noteholders affected for such period; 12.1.3 delegation by the MTN Cash Manager of its duties under this Deed to any other entity, except as permitted by Clause 11.6; 12.1.4 any relevant representation, warranty or certification made by the MTN Cash Manager in this Deed or in any certificate delivered pursuant hereto proves to have been incorrect when made, which has a Material Adverse Effect on the interests of the Noteholder of any Series and continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the MTN Cash Manager by the Issuer or the Trustee or to the MTN Cash Manager, the Issuer and the Trustee by a Noteholder or Noteholders representing in aggregate not less than 50 per cent. of the Principal Amount Principal Amount Outstanding of any Class of Notes of a Series affected thereby and continues to have a Material Adverse Effect on the interests of such Noteholder or Noteholders affected for such period; 12.1.5 the MTN Cash Manager shall consent to or take any corporate action relating to the appointment of a receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or relating to all or substantially all of its revenues and assets or an order of the court is made for its winding-up, dissolution, administration or re-organisation and such order shall have remained in force undischarged or unstayed for a period of 60 days or a receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or relating to all of its revenues and assets is legally and validly appointed;
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Samples: Security Trust Deed and MTN Cash Management Agreement (Barclaycard Funding PLC), Security Trust Deed and MTN Cash Management Agreement (Barclaycard Funding PLC), Security Trust Deed and MTN Cash Management Agreement (Barclaycard Funding PLC)
MTN CASH MANAGER DEFAULTS. If any one of the following events (each a "MTN CASH MANAGER DEFAULTCash Manager Default") shall occur and be continuing:
12.1.1 any failure by the MTN Cash Manager to make any payment, transfer or deposit or to give instructions or notice to the Issuer, as the case may be, pursuant to an agreed schedule of calculations and allocations or to instruct the Issuer to make any required drawing, withdrawal or payment for any Series on or before the date occurring five Business Days after the date such payment, transfer, deposit, withdrawal or drawing or such instruction or notice is required to be made or given, as the case may be, under the terms of this Deed or any Series Document;
12.1.2 failure on the part of the MTN Cash Manager duly to observe or perform in any respect any other covenants or agreements of the MTN Cash Manager set forth in this Deed or any Series Document which has a Material Adverse Effect on the interests of any Secured Creditor of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the MTN Cash Manager by the Issuer or the Trustee, or to the MTN Cash Manager, the Issuer and the Trustee by a Noteholder or Noteholders representing in aggregate not less than 50 per cent. of the Principal Amount Outstanding of any Class of Notes of a Series adversely affected thereby and continues to have a Material Adverse Effect on the interests of such Noteholder or Noteholders affected for such period;
12.1.3 delegation by the MTN Cash Manager of its duties under this Deed to any other entity, except as permitted by Clause 11.6;
12.1.4 any relevant representation, warranty or certification made by the MTN Cash Manager in this Deed or in any certificate delivered pursuant hereto proves to have been incorrect when made, which has a Material Adverse Effect on the interests of the Noteholder of any Series and continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the MTN Cash Manager by the Issuer or the Trustee or to the MTN Cash Manager, the Issuer and the Trustee by a Noteholder or Noteholders representing in aggregate not less than 50 per cent. of the Principal Amount Principal Amount Outstanding of any Class of Notes of a Series affected thereby and continues to have a Material Adverse Effect on the interests of such Noteholder or Noteholders affected for such period;
12.1.5 the MTN Cash Manager shall consent to or take any corporate action relating to the appointment of a receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or relating to all or substantially all of its revenues and assets or an order of the court is made for its winding-up, dissolution, administration or re-organisation and such order shall have remained in force undischarged or unstayed for a period of 60 days or a receiver, administrator, administrative receiver, liquidator, trustee or similar officer of it or relating to all of its revenues and assets is legally and validly appointed;
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Samples: Security Trust Deed and MTN Cash Management Agreement (Gracechurch Receivables Trustee LTD)