Common use of Payment Processing Expense Clause in Contracts

Payment Processing Expense. For any Monthly Period, the Payment Processing Expense Ratio exceeds 12%. THEN, upon the occurrence of any Event of Default, the Administrative Agent may, and shall, at the written request of the Requisite Lenders, take any of the following actions: (w) upon written notice to Company, terminate the Commitments, if any, of each Lender having such Commitments, (x) upon written notice to Company, declare the unpaid principal amount of and accrued interest on the Loans and all other Obligations immediately due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company; (y) direct the Administrative Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents and (z) take any and all other actions and exercise any and all other rights and remedies of the Administrative Agent under the Credit Documents; provided that upon the occurrence of any Event of Default described in Section 7.1(g) or 7.1(h), the unpaid principal amount of and accrued interest on the Loans and all other Obligations shall immediately become due and payable, and the Commitments shall automatically and immediately terminate, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company. In addition, pursuant to the Servicing Agreement, the Administrative Agent may terminate the Servicing Agreement and appoint a Successor Servicer upon the occurrence of a Servicer Default. Notwithstanding the foregoing or anything to the contrary contained herein, no Default or Event of Default shall be deemed to have occurred or declared as such if such Default or Event of Default would be based on the occurrence or the expectation of an occurrence of a Material Adverse Effect unless the act, omission, event or circumstance giving rise thereto would be expected to have a material adverse effect as determined by a reasonable person (as opposed to Administrative Agent in its sole and absolute discretion) on: (i) the business, operations, properties, assets, financial condition or results of operations of Parent, Seller and its subsidiaries, taken as a whole; (ii) the ability of Company to pay any Obligations or Company or Seller to fully and timely perform, in any material respect, its obligations under any Credit Document; (iii) the legality, validity, binding effect, or enforceability against Company or Seller of any Credit Document to which it is a party; (iv) the existence, perfection, priority or enforceability of any security interest in the Pledged Leases; (v) the validity, collectability, or enforceability of the Pledged Leases taken as a whole or in any material part, or (vi) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent and any Lender or any Secured Party under any Credit Document.