Common use of Purchase and Sale Termination Events Clause in Contracts

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”): (a) the Termination Date shall have occurred; (b) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall continue unremedied for two (2) Business Days; (c) any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party or any information or report delivered by an Originator pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or delivered; or (d) any Originator shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document to which it is a party to be performed or observed by such Originator (other than any such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and such failure, solely to the extent capable of cure, shall continue for ten (10) Business Days.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section SECTION 8.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):"PURCHASE AND SALE TERMINATION EVENT": (a) A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator shall have declared the Facility Termination Date shall to have occurred;; or (b) any The Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) Business Days;; or (c) any Any representation or warranty made or deemed to be made by any the Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made and shall remain incorrect or delivereduntrue for seven (7) Business Days after notice to the Originator of such inaccuracy; or (d) any The Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause shall remain unremedied for seven (a7) or (b) of this Section 8.1), and such failure, solely Business Days after written notice thereof shall have been given by Servicer to the extent capable of cure, shall continue for ten (10) Business DaysOriginator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” ": (each event which with notice or a) A Termination Event shall have occurred and, except for the passage Termination Event described in Section 10.01(j) of time or both would become a the Receivables Purchase Agreement, the Buyer shall have declared the Purchase and Sale Termination Event being referred Date to herein as an “Unmatured Purchase and Sale Termination Event”): (a) the Termination Date shall have occurred;; or (b) any Any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall continue unremedied for two (2) Business Days;hereunder when due; or (c) any Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Purchase Documents, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or deliveredmade; or (d) any Any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and shall remain unremedied for 20 days after written notice thereof shall have been given by the Servicer to such failure, solely to the extent capable of cure, shall continue for ten (10) Business DaysOriginator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred;; or (b) any The Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) Business Days; (c) any Any representation or warranty made or deemed to be made by any the Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made made; provided that no Purchase and Sale Termination Event shall occur under this clause (c) if the Receivable(s) for which such representation or deliveredwarranty is incorrect or untrue in any material respect (1) represent in the aggregate no more than 1/2% of the Outstanding Balance of all Receivables of the Originator, and (2) have resulted in an adjustment pursuant to Section 3.3(a) or 3.3(b) hereof; or (d) any The Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and such failure, solely shall remain unremedied for 30 days after written notice thereof shall have been given by the Servicer to the extent capable of cure, shall continue for ten (10) Business DaysOriginator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) the The Commitment Termination Date shall have occurred;; or (b) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two three Business Days after the earlier to occur of (2i) Business Days;discovery thereof by an Authorized Officer of Originator or (ii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to Originator; or (c) any Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Loan Document to which it is a party or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or deliveredmade; or (d) Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause shall remain unremedied for thirty (a30) days after the earlier to occur of (i) discovery thereof by an Authorized Officer of Originator or (bii) notice thereof shall have been given by Servicer, the Administrative Agent or the Company to Originator; or (f) An Event of this Bankruptcy shall have occurred with respect to Originator; or (g) A contribution failure shall occur with respect to any benefit plans sufficient to give rise to a Lien under Section 8.1302(f), and such failure, solely to the extent capable of cure, shall continue for ten (10) Business Days.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred;; or (b) any The Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) Business Days;; or (c) any Any representation or warranty made or deemed to be made (pursuant to Section 4.2) by any the Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents, or any other written information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made made; provided, however, that if the violation of this paragraph (c) by the Originator may be cured without any potential or deliveredactual detriment to the Purchaser, the Administrator or any Program Support Provider, the Originator shall have 30 days from the earlier of (i) such Person's knowledge of such failure and (ii) notice to such Person of such failure to cure any such violation, before a Purchase and Sale Termination Event shall occur so long as such Person is diligently attempting to effect such cure; or (d) any The Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and such failure, solely shall remain unremedied for 30 days after written notice thereof shall have been given by the Servicer to the extent capable of cure, shall continue for ten (10) Business DaysOriginator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred;; or (b) any Any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two one (21) Business Days;Day; or (c) any Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made made; provided, however, if the violation of this paragraph (c) by any Originator may be cured without any potential or deliveredactual detriment to the Company, the applicable Originator shall have 15 Business Days from the earlier of (i) such Originator's actual knowledge of such failure and (ii) notice to such Originator of such failure to so cure any such violation before a Purchase and Sale Termination Event shall occur so long as such Originator is diligently attempting to effect such cure; or (d) any Any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and shall remain unremedied for 15 Business Days after written notice thereof shall have been given by the Servicer to such failure, solely to the extent capable of cure, shall continue for ten (10) Business DaysOriginator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section SECTION 8.1 shall constitute a “Purchase "PURCHASE AND SALE TERMINATION EVENT": (a) An Event of Default (as defined in the Loan and Sale Termination Event” (each Security Agreement) shall have occurred; PROVIDED that in the event which that an Event of Default shall have occurred and be continuing solely by reason of the occurrence of a Single Originator Default and the Agent and Lenders shall have waived such Event of Default in accordance with notice or the passage of time or both would become a Loan and Security Agreement, such Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”): (a) the Termination Date shall have occurred;also be deemed waived automatically without any further action; or (b) any Any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) three Business Days;; or (c) any Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or deliveredmade; or (d) any Any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute shall remain unremedied for five Business Days after written notice thereof shall have been given by Servicer to such Originator; or (e) The Company shall fail to have sufficient funds to make a Purchase and Sale Termination Event under clause payment to purchase any Eligible Accounts within three (a) or (b) of this Section 8.1), and such failure, solely to the extent capable of cure, shall continue for ten (103) Business DaysDays of such Eligible Accounts being available for purchase by the Company.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 SECTION 9.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):"PURCHASE AND SALE TERMINATION EVENT": (a) a Termination Event shall have occurred and, in the case of a Termination Event (other than one described in Section 9.01(e), (g), (h) or (i) of the Receivables Purchase Agreement), the Agent, at the request (or with the consent) of the Purchaser, shall have declared the Commitment Termination Date shall to have occurred;, or (b) any the Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two five (25) Business Days;, or (c) any representation or warranty made or deemed to be made by any the Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or delivered; made, or (d) any the Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a shall remain unremedied for 30 calendar days after written notice thereof shall have been given by the Servicer to the Originator, (e) an Event of Bankruptcy shall have occurred with respect to the Originator or AFC, or (f) AFC shall fail to make any payment to the Originator in respect of the Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1)Price required hereunder, and such failurefailure shall remain unremedied for 30 days after notice thereof to AFC, solely or (g) any Canadian taxes shall be required to the extent capable of cure, shall continue for ten (10) Business Daysbe withheld on any payment pursuant to SECTION 10.3.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 9.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) A Termination Event shall have occurred and, in the case of a Termination Event (other than one described in Section 9.01(e), (g), (h) or (i) of the Receivables Purchase Agreement), the Agent, at the request (or with the consent) of Purchaser, shall have declared the Commitment Termination Date shall to have occurred;; or (b) any Any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two five (25) Business Days;; or (c) any Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or deliveredmade; or (d) any Any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination shall remain unremedied for 30 calendar days after written notice thereof shall have been given by Servicer to such Originator; or (e) An Event under clause (a) or (b) of this Section 8.1), and such failure, solely Bankruptcy shall have occurred with respect to the extent capable of cure, shall continue for ten (10) Business Daysany Originator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”): (a) the Termination Date an Event of Default shall have occurred;; or (b) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Loan Document to which it is a party and such failure shall continue remain unremedied for two (2) Business Days;; or (c) any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document Loan Documents to which it is a party party, or any other information or report delivered by an Originator it pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or delivered; orprovided, that no breach of a representation or warranty set forth in Section 5.1(k), Section 5.1(l), Section 5.1(m), Section 5.1(x), Section 5.1(z) or Section 5.1(aa) shall constitute a Purchase and Sale Termination Event pursuant to this clause (c) if the applicable Originator has made a cash payment to the Buyer or if a Purchase Price Credit has been granted, in any case, as required pursuant to Section 3.4 with respect to such breach; (d) any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Loan Document to which it is a party on its part to be performed or observed by such Originator (other than any such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and such failure, solely to the extent capable of cure, shall continue unremedied for ten thirty (1030) Business Daysdays; or (e) any Insolvency Proceeding shall be instituted against any Originator or any Originator is not Solvent.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) the The Termination Date (as defined in the Receivables Purchase Agreement) shall have occurred;; or (b) any The Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) Business Days;Days after notice; or (c) any Any representation or warranty made or deemed to be made by any the Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made provided, however, if the violation of this paragraph (c) by the Originator may be cured without any potential or deliveredactual detriment to the Company, the Purchaser, the Agent or any Program Support Provider, the Originator shall have 30 days from the earlier of (i) the Originator's knowledge of such failure and (ii) notice to the Originator of such failure to so cure any such violation before a Purchase and Sale Termination Event shall occur so long as the Originator is diligently attempting to effect such cure; or (d) The Originator shall fail to perform or observe in any material respect any agreement contained in any of Sections 6.1(h) or 6.3; or (e) The Originator shall fail to perform or observe any other material term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) shall remain unremedied for 30 days after written notice thereof shall have been given by Servicer, the Agent or (b) of this Section 8.1), and such failure, solely the Company to the extent capable of cure, shall continue for ten (10) Business Days.Originator; or

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred;; or (b) any Any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) Business Days;; or (c) any Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Purchase and Sale Agreement Transaction Document to which it is a party Documents, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made made, and shall remain false or deliveredincorrect for 30 days after knowledge of, or notice to, such Originator of such inaccuracy; or (d) any Any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and shall remain unremedied for thirty days after written notice thereof shall have been given by the Servicer to such failure, solely to the extent capable of cure, shall continue for ten (10) Business DaysOriginator.

Purchase and Sale Termination Events. Each of the following events or ------------------------------------ occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale ----------- ----------------- Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": ----------------- (a) A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables ------------- --------- Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred;; or (b) any Originator The Seller shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) Business Days;; or (c) any Any representation or warranty made or deemed to be made by any Originator the Seller (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made made, and shall remain incorrect or delivereduntrue for 10 days after notice to the Seller of such inaccuracy; or (d) any Originator The Seller shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and such failure, solely shall remain unremedied for 30 days after written notice thereof shall have been given by the Servicer to the extent capable of cure, shall continue for ten (10) Business DaysSeller.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”): (a) the Termination Date shall have occurred; (b) any Originator the Seller shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall continue unremedied for two (2) Business Days; (c) any representation or warranty made or deemed to be made by any Originator the Seller (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party or any information or report delivered by an Originator the Seller pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or delivered; or (d) any Originator the Seller shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document to which it is a party to be performed or observed by such Originator the Seller (other than any such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and such failure, solely to the extent capable of cure, shall continue for ten (10) Business Days.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):: (a) the The Facility Termination Date (as defined in the Receivables Purchase Agreement) shall have occurred;; or (b) any Any Originator shall fail to make when due (x) any payment deposit of Collections required hereunder or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall remain unremedied for one (1) Business Day or (y) any payment for any other amounts owing hereunder or under any other Transaction Document and such failure shall continue unremedied for two five (25) Business Days;; or (c) any Any representation or warranty made or deemed to be made by any the Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document Documents to which it is a party party, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or delivered; provided, that no breach of a representation or warranty set forth in Sections 5.10, 5.14 and 5.16 shall constitute a Purchase and Sale Termination Event pursuant to this clause (c) if the applicable Originator has complied with Section 3.3 with respect to such breach; or (d) any Any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and such failure, solely to the extent capable of cure, shall continue for ten thirty (1030) Business Daysdays after the earlier of such Originator’s knowledge or written notice thereof by the Company or the Administrator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):: (a) A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred;; or (b) Subject to any failure which is cured in accordance with Section 3.3, any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) one Business DaysDay; (c) any Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Document, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made made; (d) Any Originator shall fail to perform or deliveredobserve any other term, covenant or agreement contained in this Agreement (other than those terms, covenants or agreements contained in Sections 6.1(b), and 6.2(c), (d) and (e)) on its part to be performed or observed and such failure shall remain unremedied for 5 Business Days after written notice thereof shall have been given by the Servicer or the Buyer to such Originator; or (de) any Any Originator shall fail to perform or observe any term, covenant or agreement under contained in any of Sections 6.1(b), 6.2(c), (d) or (e) of this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) shall remain unremedied for 10 Business Days after written notice thereof shall have been given by the Servicer or (b) of this Section 8.1), and the Buyer to such failure, solely to the extent capable of cure, shall continue for ten (10) Business DaysOriginator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) a Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred;; or (b) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) one Business DaysDay; (c) any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made made, and shall remain incorrect or delivered; oruntrue for thirty (30) calendar days after knowledge or notice thereof (if the warranty is of a type that is capable of being cured); (d) any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and such failure, solely to the extent capable of cure, shall continue remain unremedied for ten (10) Business DaysDays after written notice thereof shall have been given by the Servicer to such Originator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, shall have declared the Facility Termination Date shall to have occurred;; or (b) any Any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) Business Days;; or (c) any Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents, or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or deliveredmade; or (d) any Any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause shall remain unremedied for five (a) or (b) of this Section 8.1), and such failure, solely to the extent capable of cure, shall continue for ten (105) Business DaysDays after written notice thereof shall have been given by the Servicer to such Originator.

Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “"Purchase and Sale Termination Event” (each event which with notice or the passage of time or both would become a Purchase and Sale Termination Event being referred to herein as an “Unmatured Purchase and Sale Termination Event”):": (a) A Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and, in the case of a Termination Event (other than one described in paragraph (f) of Exhibit V of the Receivables Purchase Agreement), the Administrator, the Issuer shall have declared the Facility Termination Date shall to have occurred;; or (b) any Any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party hereunder when due and such failure shall continue remain unremedied for two (2) Business Days;; or (c) any Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document to which it is a party Documents or any other information or report delivered by an Originator pursuant hereto or thereto shall prove to have been false or incorrect or untrue in any material respect (or if already qualified by materiality or Material Adverse Effect, in all respects) when made or deemed made or deliveredmade; or (d) any Any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed by such Originator (other than any and such failure which would constitute a Purchase and Sale Termination Event under clause (a) or (b) of this Section 8.1), and shall remain unremedied for 30 calendar days after written notice thereof shall have been given by Servicer to such failure, solely to the extent capable of cure, shall continue for ten (10) Business DaysOriginator.