Purchase Termination Events. If any of the following events (each a “Purchase Termination Event”) shall occur: (a) The Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Days; (b) The Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof; (c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered; (d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein; (i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur; (f) An Event of Bankruptcy shall occur with respect to the Originator; (i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule; (h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator; (i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Tampa Electric Co)
Purchase Termination Events. If any of the following events (each each, a “"Purchase Termination Event”") shall occuroccur and be continuing:
(a) The Originator shall fail to make any payment representation or deposit required to be warranty made or deemed made by it hereunder or on behalf of any Originator under or in connection with this Agreement or any Purchase Report or other Facility Document information or report delivered by any Originator pursuant hereto shall prove to have been false or incorrect in any material respect when due and made or deemed made; provided, however, that the falsity or incorrectness of any representation made pursuant to Section 4.2(a) with respect to any Receivable shall not constitute a Purchase Termination Event so long as such failure shall continue for two (2) Business DaysOriginator has complied with its obligations in respect of such Receivable pursuant to Section 2.4;
(b) The any Originator shall fail to (i) perform or observe any term, covenant or agreement contained in Section 5.1(c), 5.1(d), 5.1(g), 5.1(h), 5.1(i), 5.1(j), 5.1(k), 5.1(l), 5.1 (m) or 5.1 (n), or (ii) make any payment or deposit to be made by it hereunder within three Business Days after the same became due and payable;
(c) any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or deliveredten days;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the any Originator shall cease generally not pay its debts as such debts become due, or shall admit in writing its inability to have pay its debts generally, shall make a valid and perfected first priority ownership interest thereingeneral assignment for the benefit of creditors, or shall take any corporate action to authorize any of the actions set forth above in this subsection (d) or any Originator shall be the subject of an Event of Bankruptcy;
(ie) An Event any Originator transfers, sells or otherwise disposes of Termination under the Loan and Servicing Agreement shall occur, (whether in one transaction or (iia series of transactions) the Termination Date under the Loan and Servicing Agreement shall occur;all or substantially all of its assets; or
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect effect, a Significant Event shall have occurred under the Loan Agreement or the Originator Lender's Commitment under the Loan Agreement shall so assert be terminated; then, and in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at event, the Purchaser may, by notice to such Originator, declare its obligation to purchase Receivables from such Originator to be terminated, whereupon such obligation shall forthwith be terminated; provided, however, that in the case of any time following event described in subsection (d) above, such termination shall automatically occur upon the execution thereof;happening of such event. No termination under this Section 7.1 of the Purchaser's obligation to purchase Receivables shall affect the then-existing obligations of such Originator hereunder (other than such Originator's obligations to sell Receivables to the Purchaser pursuant hereto).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Covenant Transport Inc)
Purchase Termination Events. If any of the following events (each a “herein called "Purchase Termination Event”Events") shall occurhave occurred and be continuing:
(a) The Originator the Seller shall fail (i) to make pay any payment amount due pursuant to subsection 2.5, 2.6 or deposit required to be made by it hereunder or under any other Facility Document when due 8.3 in accordance with the provisions thereof and such failure shall continue unremedied for two a period of five days from the earlier of (2A) the date any officer of such Seller obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or (ii) to pay any other amount required to be paid by such Seller hereunder within five Business Days;Days of the date when due; or
(b) The Originator the Seller shall fail to observe or perform or observe any term, covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided that a Purchase Termination Event shall not be deemed to have occurred under this Agreement or any other Facility Document on its part paragraph (b) based upon a failure to be performed or observed and any such failure observe a covenant giving rise to a Repurchase Event if the Seller shall remain unremedied for thirty (30) days after have complied with the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge provisions of subsection 2.6 in respect thereof;; or
(c) Any representation the Seller shall fail to observe or warranty perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 60 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company; or
(d) any representation, warranty, certification or statement made or deemed to be made by the Originator under or in connection with Seller to this Agreement or in any statement, record, certificate, financial statement or other Facility Document document delivered pursuant to this Agreement shall prove to have been materially false or incorrect (except misleading in any material respect on or as of the date made or deemed made; provided that the materiality standard in this clause (c) a Purchase Termination Event shall not apply be deemed to have occurred under this paragraph (d) based upon a breach of any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser set forth in subsection 4.2 if the Sellers shall cease to have a valid and perfected first priority ownership interest complied with the provisions of subsection 2.6 in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect theretothereof; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;or
(i) An an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of the Seller or of a substantial part of the property or assets of the Seller under the Bankruptcy Code, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Seller or for a substantial part of the property or assets of the Seller or (z) the winding-up or liquidation of the Seller; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) the Seller shall (t) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or for a substantial part of the property or assets of such Seller, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(f) there shall have occurred an Event of Termination under the Loan Pooling and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;Agreement; or
(fg) An Event a notice of Bankruptcy Lien shall occur with respect have been filed by the PBGC against the Seller under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Originator;Trustee proof of release of such Lien; or
(ih) The Originator or any Significant Subsidiary a federal tax notice of Lien shall default for a period beyond any applicable grace period (x) in have been filed against Seller unless there shall have been delivered to the payment Trustee proof of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect release of such event or condition is to permit the acceleration of the maturity of such Indebtedness Lien; then, (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (xaa) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event described in paragraph (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(he) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than clause (xii)(y) a judgment thereof) or paragraph (g) above with respect to any Seller, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is fully discharged within 30 days after its entry, or hereby waived by the Seller; (ybb) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which if left unstayed could reasonably is hereby waived by the Seller; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be expected continuing, the Company may (subject to have a Material Adverse Effect on subsection 8.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the Originator;
case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (isubject to subsection 8.4) Any terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this AgreementArticle VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however that in the event of an involuntary petition or proceeding as described in paragraphs (e)(i) above, the Loan and Servicing Agreement Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall have occurred within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Stone Container Corp)
Purchase Termination Events. If any of the following events (each a “herein called "Purchase Termination Event”Events") shall occurhave occurred and be continuing:
(a) The Originator any Seller shall fail (i) to make pay any payment amount due pursuant to subsection 2.5 or deposit required to be made by it hereunder or under any other Facility Document when due 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two (2) Business Days;Days of the date when due; or
(b) The Originator any Seller shall fail to observe or perform or observe any term, covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this Agreement or any other Facility Document on its part paragraph (b) based upon a failure to be performed or observed and any such failure observe a covenant giving rise to a Repurchase Event if the Seller shall remain unremedied for thirty (30) days after have complied with the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge provisions of subsection 2.6 in respect thereof;; or
(c) Any representation any Seller shall fail to observe or warranty perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement made or deemed to be made by the Originator under or in connection with any Seller to this Agreement or in any statement, record, certificate, financial statement or other Facility Document document delivered pursuant to this Agreement shall prove to have been materially false or incorrect (except misleading in any material respect on or as of the date made or deemed made; provided, that the materiality standard in this clause (c) a Purchase -------- Termination Event shall not apply be deemed to have occurred under this paragraph (d) based upon a breach of any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser set forth in subsection 4.2 if the Sellers shall cease to have a valid and perfected first priority ownership interest complied with the provisions of subsection 2.6 in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect theretothereof; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;or
(i) An an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(i) there shall have occurred a Termination Event of Termination under the Loan and Servicing Receivables Transfer Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement Amortization Period shall occur;have commenced; or
(fg) An Event any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of Bankruptcy WMI; or
(h) a notice of Lien shall occur with respect have been filed by the PBGC against any Seller under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Originator;Administrative Agent proof of release of such Lien; or
(i) The Originator any Lien in an amount equal to or any Significant Subsidiary shall default for a period beyond any applicable grace period greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (xS) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness9607(1), or (y) any other event shall occur equivalent or condition shall exist under an agreementcomparable state law, relating to or arising from the costs of, response to, or related agreementsinvestigation, under remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect Administrative Agent proof of release of such event or condition is to permit the acceleration of the maturity of such Indebtedness Lien; then, (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (xaa) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event described in paragraph (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(he) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than clause (xii)(y) a judgment thereof) above with respect to any Seller, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is fully discharged within 30 days after its entry, or hereby waived by the Sellers; (ybb) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which if left unstayed could reasonably is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be expected continuing, the Company may (subject to have a Material Adverse Effect on subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the Originator;
case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (isubject to subsection 9.4) Any terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this AgreementArticle VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Loan and Servicing Agreement Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Receivables Sale Agreement (Waste Management Inc /De/)
Purchase Termination Events. If any of the following events (each a “herein called "Purchase Termination Event”Events") shall occurhave occurred and be continuing:
(a) The Originator the Seller shall fail (i) to make pay any payment or deposit required amount due pursuant to be made by it hereunder or under any other Facility Document when due Section 2.06 in accordance with the provisions thereof and such failure shall continue unremedied for two a period of five Business Days from the earlier of (2A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Company, the Servicer or the Trustee or (ii) to pay any other amount required to be paid by the Seller hereunder within five Business Days;Days of the date when due; or
(b) The Originator the Seller shall fail to observe or perform or observe in any term, material respect any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) of this Section 7.01); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (b) unless such failure shall continue unremedied for a period of 30 consecutive days from the date the Seller receives notice of such failure from the Company, the Servicer or the Trustee; or
(c) any representation, warranty, certification or statement made or deemed made by the Seller in this Agreement or in any statement, record, certificate, financial statement or other Facility Document on its part document delivered pursuant to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false incorrect in any material respect when made or incorrect deemed made; provided that no such event shall constitute a Purchase Termination Event unless such event shall continue unremedied for a period of 30 days from the earlier of (except that A) the materiality standard in this clause date any Responsible Officer of the Seller obtains knowledge thereof and (cB) shall not apply to any the date the Seller receives notice of the incorrectness of such representation or warranty from the Company, the Servicer or the Trustee; provided, further, that is qualified by a materiality standard by its terms) when made or Purchase Termination Event shall not be deemed made or delivered;
(d) The Purchaser shall cease to have occurred under this paragraph (c) based upon a valid and perfected first priority ownership interest breach of any representation or warranty set forth in each Purchased Receivable transferred hereunder and Section 4.02 if the Related Security, Collections and other Transferred Assets Seller shall have complied with the provisions of Section 2.06 in respect theretothereof; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;or
(i) An Event a court having jurisdiction in the premises shall enter a decree or order for relief in respect of Termination the Seller in an involuntary case under the Loan Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and Servicing all other such applicable laws being collectively, "Applicable Insolvency Laws"), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii)(A) an involuntary case is commenced against the Seller under any Applicable Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (B) any event referred to in clause (ii)(A) above continues for 60 days unless dismissed, bonded or discharged; (iii) the Seller shall at its request have a decree or an order for relief entered with respect to it or commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (iv) the making by the Seller of any general assignment for the benefit of creditors; or (v) the Board of Directors of the Seller authorizes action to approve any of the foregoing; or
(e) there shall have occurred (i) an Early Amortization Event set forth in Section 7.01 of the Pooling Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur Amortization Period with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default Outstanding Series shall have occurred and be continuing continuing; or
(f) the Seller has been terminated as Servicer following a Servicer Default with respect to the Seller under an agreement, or related agreements, the Servicing Agreement; or
(g) a notice of Lien shall have been filed by the PBGC against the Seller under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtednessSection 412(n) of $10,000,000 the Code or more and, in Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the case Code or Section 302(f) of this clause (ii), ERISA applies and such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed notice could reasonably be expected to have a Material Adverse Effect with respect to the Seller unless there shall have been delivered to the Trustee and the Rating Agencies proof of release of such Lien; or
(h) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the OriginatorReceivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9607(l), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of the Seller, unless such Lien is being contested in compliance with the standard set forth in Section 5.13; or
(i) a federal tax notice of Lien, in an amount equal to or greater than $2,000,000, shall have been filed against the Seller, unless such Lien is being contested in compliance with the standard set forth in Section 5.13 or there shall have been delivered to the Trustee and the Rating Agencies proof of release of such Lien; or
(j) any "Event of Default", as such term is defined in paragraph (b), (c) or (d) (but only with respect to Article VI of the Credit Agreement in the case of paragraph (d)) of Article VII of the Credit Agreement, after giving effect to any grace period applicable thereto under the Credit Agreement, shall have occurred and be continuing;
(i) Any in the case of any Purchase Termination Event described in paragraph (d), (e) or (g) above, the obligation of the Company to purchase Receivables shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Seller and (ii) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing, the Company may terminate its obligation to purchase Receivables from the Seller by written notice to the Seller (any termination pursuant to clause (i) or (ii) of this AgreementArticle VII is herein called an "Early Termination"); provided, however, that in the event of an involuntary petition or proceeding as described in paragraphs (d)(i) and (d)(ii) above, the Loan and Servicing Agreement Company shall not purchase Receivables from the Seller until such time, if any, as such involuntary petition or proceeding has been dismissed, provided that such dismissal shall have occurred within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Receivables Sale Agreement (American Axle & Manufacturing Inc)
Purchase Termination Events. If any of the following events (each each, a “Purchase Termination Event”"PURCHASE TERMINATION EVENT") shall occuroccur and be continuing:
(a) The Originator any written representation or warranty made or deemed made or any oral representation made prior to the Closing Date by or on behalf of Transmedia or an Initial Seller under or in connection with this Agreement or any Daily Report, Cash Allocation Report or Settlement Statement or other information or report delivered by Transmedia or an Initial Seller pursuant hereto shall fail prove to make have been false or incorrect in any payment material respect when made or deposit required deemed made, except with respect to be made by it hereunder the representation and warranty set forth in Section 4.02(a) with respect to any Purchased Assets so long as Transmedia or under any other Facility Document when due and the Initial Seller has complied with its obligations in respect of such failure shall continue for two (2) Business DaysPurchased Assets pursuant to Section 2.04;
(b) The Originator Transmedia or an Initial Seller shall fail have failed to (i) perform or observe any term, covenant or agreement contained in Subsection 5.01(c), 5.01(f), 5.01(g), 5.01(h), 5.01(i), 5.01(k), 5.01(1), 5.01(m), 5.01(n), 5.01(o) or 5.01(p), Section 5.02 or Section 7.02, or (ii) make any payment or deposit to be made by it hereunder when the same becomes due and payable;
(c) Transmedia or an Initial Seller shall have failed to perform or observe any other term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain have remained unremedied for thirty (30) ten days after following notification by the Purchaser or any Affected Party gives notice thereof to Purchaser, the Originator Servicer or the Originator Trustee or Transmedia or either Initial Seller otherwise obtains knowledge becoming aware thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser the Indenture or the Security Agreement shall cease have ceased to have a valid be in full force and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest thereineffect;
(ie) An an Amortization Commencement Date, Early Amortization Event of Termination under the Loan and Servicing Agreement or Potential Early Amortization Event shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occurhave occurred;
(f) An Event of Bankruptcy Transmedia shall occur with respect have failed to make any payment or deposit to be made by its hereunder when the Originator;same becomes due and payable; or
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (yg) any other event shall occur or condition shall exist Purchase Termination Event under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness)Purchase and Servicing Agreement; then, and the outstanding amount or amounts payable under all in any such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgmentevent, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) Purchaser may, or, in the case of injunctive reliefan event set forth in clause (e) above, which if left unstayed could reasonably be expected shall, by notice to have a Material Adverse Effect on Transmedia and the Originator;
(i) Any of this Agreement, Initial Sellers declare its obligation to acquire Assets from the Loan and Servicing Agreement or the Subordinated Note shall cease Initial Sellers to be in full force and effect or the Originator terminated, whereupon such obligation shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;forthwith be terminated.
Appears in 1 contract
Purchase Termination Events. If any of the following events (each a “Purchase Termination Event”) shall occurhave occurred and be continuing:
(a) The Originator the Seller shall fail (i) to make pay any payment amount due pursuant to Sections 6.1 or deposit required to be made by it hereunder or under any other Facility Document when due 6.3 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five Business Days from the earlier of (A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Buyer, the Servicer, the Administrative Agent or any Purchaser Agent or (ii) to pay any other amount required to be paid by the Seller hereunder within two (2) Business Days;Days of the date when due; or
(b) The Originator the Seller shall fail to observe or perform or observe any term, covenant or agreement applicable to it contained herein (other than as specified in paragraph (i) of this Section 8.1); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (ii) unless such failure shall continue unremedied for a period of 30 consecutive days from the date the Seller receives notice of such failure from the Buyer, the Servicer, the Administrative Agent or any Purchaser Agent; or
(c) any representation, warranty, certification or statement made or deemed made by the Seller in this Agreement or in any statement, record, certificate, financial statement or other Facility Document on its part document delivered pursuant to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made made, provided that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (iii) based upon a breach of any representation or delivered;warranty set forth in Sections 6.1 or 6.3 if the Seller shall have complied with the provisions of Sections 6.1 or 6.3, as applicable, in respect thereof; or
(dA) The Purchaser a court having jurisdiction in the premises shall cease enter a decree or order for relief in respect of the Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, “Applicable Insolvency Laws”), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law no now or hereafter in effect and shall not be stayed; (B) (I) any involuntary case is commenced against the Seller under any Applicable Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (II) any event referred to in clause (B)(I) above continues for 60 days unless dismissed, bonded or disclosed; (C) the Seller shall at its request have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets decree or an order for relief entered with respect theretoto it or commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (D) the making by the Seller of any general assignment for the benefit of creditors; (E) the inability or failure of the Seller generally to pay its debts as such debts become due; or immediately prior (F) the Board of Directors of the Seller authorizes action to approve any of the foregoing; or
(e) there shall have occurred (A) a Termination Event set forth in Section 10.1 of the Sale and Servicing Agreement or (B) the Amortization Period shall have commenced and be continuing; or
(f) the Seller has been terminated as Servicer following a Servicer Termination Event with respect to such Seller under Section 6.15 of the Sale and Servicing Agreement; or
(g) a notice of Lien shall have been filed by the Pension Benefit Guaranty Corporation against the Seller under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent and each Purchase hereunderPurchaser Agent proof of release of such Lien; or
(h) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on, any real or personal property of the Originator shall cease Seller pursuant to have a valid the Comprehensive Environmental Response, Compensation, and perfected first priority ownership interest therein;Liability Act, 42 U.S.C. § 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of the Seller; or
(i) An Event a Federal tax notice of Termination under Lien, in an amount equal to or greater than $1,000,000, shall have been filed against the Loan and Servicing Agreement Seller unless there shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect have been delivered to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment Administrative Agent and each Purchaser Agent proof of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect release of such event or condition is to permit the acceleration of the maturity of such Indebtedness Lien then, (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (xA) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event described in paragraph (iiiv), such debt has been accelerated by (v)(A), (vii), (viii) or (ix) above the holder obligation of such debtthe Buyer to purchase Purchased Collateral from the Seller shall thereupon automatically terminate without further notice of any kind, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entryhereby waived by such Seller, or (yB) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany Purchase Termination Event described in paragraph (v)(B) above, the obligation of the Buyer to purchase Purchased Collateral from the Seller shall thereupon terminate without notice of any kind, which if left unstayed could reasonably is hereby waived by the Seller unless both the Buyer and the Seller agree in writing that such event shall not trigger an Early Termination hereunder and (C) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be expected continuing, the Buyer, the Administrative Agent or any Purchaser Agent may terminate its obligation to have a Material Adverse Effect on purchase Purchased Collateral from the Originator;
Seller by written notice to the Seller (iany termination pursuant to clause (A), (B) Any or (C) of this AgreementArticle VIII is herein called an “Early Termination”); provided however that in the event of any involuntary petition or proceeding as described in paragraphs (iv)(A) and (iv)(B) above, the Loan and Servicing Agreement Buyer shall not purchase Purchased Collateral from the Seller unless such involuntary petition or proceeding is dismissed, bonded or discharged within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Capitalsource Inc)
Purchase Termination Events. If If, with respect to any Seller, any of the following events (each a “herein called "Purchase Termination Event”Events") shall occurhave occurred and be continuing:
(a) The Originator Such Seller shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue remain unremedied for two (2) Business Days;thirty days after the date such Seller becomes aware of such failure; or
(b) The Originator A Trust Agreement Event of Default shall have occurred; or
(c) Any representation or warranty made or deemed to be made by such Seller or any of its officers under or in connection with any Transaction Document, Sales and Valuation Report or other information, statement, record, certificate, document or report delivered pursuant to a Transaction Document shall prove to have been false or incorrect in any material respect when made or deemed made (including in each case by omission of material information necessary to make such representation, warranty, certificate or statement not misleading) and such misrepresentation or breach of warranty shall continue unremedied for a period of 30 days from the earlier of (A) the date any Authorized Officer of such Seller obtains knowledge thereof and (B) the date such Seller receives notice of the incorrectness of such representation or warranty from the Purchaser; provided, further, that if such misrepresentation or breach of warranty can be remedied and such Seller is diligently pursuing such remedy and there shall not be in existence a Cure Period Cut-off Event, then such misrepresentation or breach of warranty shall not constitute a Purchase Termination Event for a period of an additional thirty (30) days; or
(d) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in SECTION 5.2, 5.6 or 5.7 or Article VI of this Agreement on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the earlier of (A) the date any Authorized Officer of such Seller obtains knowledge of such failure and (B) the date such Seller receives notice of such failure from the Purchaser; provided, further, that if any Seller's failure to observe or perform any other Facility term, covenant or agreement contained in SECTION 5.2, 5.6 or 5.7 or Article VI of this Agreement can be cured and such Seller is diligently pursuing such cure and there shall not be in existence a Cure Period Cut-off Event, then such failure shall not constitute a Purchase Termination Event for a period of an additional thirty (30) days; or
(e) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in any Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the earlier of (A) the date any Authorized Officer of such Seller obtains knowledge of such failure and (B) the date such Seller receives notice thereof from the Purchaser, the Servicer, or the Collateral Agent; provided, however, that if such failure may be cured and if such Seller has commenced and is diligently pursuing a cure to such failure and there shall not be in existence a Cure Period Cut-off Event, then such failure shall not constitute a Purchase Termination Event for a period of an additional thirty (30) days after days; or
(f) Any Transaction Document to which such Seller is a party shall cease, for any reason, to be in full force and effect, or such Seller shall so assert in writing, or any event shall occur or act be taken or be omitted to be taken such that would cause the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease fail to have a valid and perfected first priority ownership security interest in each the Purchased Receivable transferred hereunder Inventory under the UCC (subject to Permitted Liens and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease Liens on Ineligible Inventory that would be reasonably expected not to have a valid Material Adverse Collateral Effect) in the event the transactions contemplated hereby were characterized as a financing notwithstanding the intent of the parties hereto to effect a sale; or
(g) There shall occur an Insolvency Proceeding with respect to such Seller and perfected first priority ownership interest thereinsuch Seller is a Significant Seller;
(h) There shall occur an Unmatured Involuntary Insolvency Proceeding with respect to a Seller that has not been released or fully vacated within five Business Days after commencement, filing or levy, as the case may be; provided that such event shall not constitute a Purchase Termination Event if within five Business Days of such commencement, filing or levy, the Required Financing Parties have waived such event by a writing provided to the Servicer and the Collateral Agent;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy There shall occur an Unmatured Involuntary Insolvency Proceeding with respect to the Originator;Purchaser that has not been released or fully vacated within five Business Days after commencement, filing or levy, as the case may be; provided that such event shall not constitute a Purchase Termination Event if within five Business Days of such commencement, filing or levy, the Required Financing Parties have waived such event by a writing provided to the Servicer and the Collateral Agent; or
(ij) The Originator or any Significant Subsidiary shall default for LTV Steel has been terminated as Servicer following a period beyond any applicable grace period Servicer Termination Event; then, (x) in the payment case of any principal, interest or other amount due under any Indebtedness Purchase Termination Event described in paragraph (other than trade payables or non-recourse indebtednessb), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtednessg), and (i) above or in paragraph (h) above with respect to a Significant Seller, the outstanding amount or amounts payable under all such Indebtedness under clauses (x) obligation of the Purchaser to purchase Inventory shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Sellers, and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii)any other Purchase Termination Event with respect to any Seller, so long as such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments Purchase Termination Event shall be entered against continuing, the Originator or Purchaser may, and at the direction of the Required Financing Parties must, terminate its obligation to purchase Inventory from such Seller by written notice to the Sellers (any Significant Subsidiary in the amount of $50,000,000 termination with respect to one or more (net of amounts covered by insurancethe Sellers but not all Sellers pursuant to this Article VII is herein called an "Early Termination" with respect to the affected Seller or Sellers) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;.
Appears in 1 contract
Purchase Termination Events. If If, with respect to USFC, any of the following events (each each, a “Purchase Termination Event”"PURCHASE TERMINATION EVENT" with respect to USFC) shall occurhave occurred and be continuing:
(a) The Originator USFC shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue remain unremedied for two (2) Business Days;; or
(b) The Originator There shall have occurred (i) an Early Amortization Event set forth in Section 7.1 of the Pooling Agreement or (ii) the Amortization Period with respect to all outstanding Series shall have occurred and be continuing; or
(c) Any representation or warranty made or deemed to be made by USFC or any of its officers under or in connection with any Transaction Document, Monthly Settlement Statement or other information, statement, record, certificate, document or report delivered pursuant to a Transaction Document shall prove to have been false or incorrect in any material respect when made or deemed made (including in each case by omission of material information necessary to make such representation, warranty, certificate or statement not misleading); provided, that no such event shall constitute a Purchase Termination Event unless such event shall continue unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of USFC obtains knowledge thereof and (B) the date USFC receives notice of the incorrectness of such representation or warranty from the Company, the Servicer or the Trustee; provided, further, that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (c) based upon a breach of any representation or warranty set forth in Section 4.02 with respect to any Receivable if USFC shall have complied with the provisions of Section 2.06 with respect to such Receivable; or
(d) USFC shall fail to perform or observe in any material respect any other term, covenant or agreement contained in subsection 5.01(d), (g) or (h) or Section 5.03 of this Agreement on its part to be performed or observed and any such failure shall remain unremedied for five Business Days; provided, that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any covenant set forth in subsection 5.01(d), (g) or (h) or Section 5.03 with respect to any Receivable if USFC shall have complied with the provisions of Section 2.06 with respect to such Receivable; or
(e) USFC shall fail to perform or observe in any material respect any other Facility term, covenant or agreement contained in any Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty a period of 30 days from the earlier of (30A) days after the Purchaser or date any Affected Party gives Responsible Officer of USFC obtains knowledge of such failure and (B) the date USFC receives notice thereof to from the Originator Company, the Servicer or the Originator otherwise obtains knowledge thereof;Trustee; or
(cf) Any representation or warranty made or deemed Transaction Document to which USFC is a party shall cease, for any reason, to be made by in full force and effect, or USSC, or other USFC shall so assert in writing, or the Originator under or in connection with this Agreement or any other Facility Document Company shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease fail to have a valid and perfected first priority ownership or security interest in each Purchased Receivable transferred hereunder the Receivables and the Related SecurityReceivables Property; or
(i) USFC shall commence any case, Collections and proceeding or other Transferred Assets action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect theretoto it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or USFC shall make a general assignment for the benefit of its creditors; or immediately prior (ii) there shall be commenced against USFC any case, proceeding or other action of a nature referred to each Purchase hereunderin clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against USFC or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the Originator entry of an order for any such relief which shall cease not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or (iv) USFC or any of its respective Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) USFC shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;
(h) USFS has been terminated as Servicer following a Servicer Default with respect to have a valid and perfected first priority ownership interest thereinUSFS under the Servicing Agreement;
(i) An a Responsible Officer of USFS receives notice or becomes aware that a notice of Lien has been filed by the PBGC against USFC, the Company or the Trust under Section 4.12(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 4.12(n) of the Code or Section 302(f) of ERISA applies; or
(j) a Purchase Termination Event of Termination under the Loan Amended and Servicing Restated Receivables Sale Agreement shall occurhas occurred; then, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment case of any principal, interest or other amount due under any Indebtedness Purchase Termination Event with respect to USFC described in paragraph (other than trade payables or non-recourse indebtednessb)(i), or (g), (i) and (j) above, the obligation of the Company to purchase Receivables from USFC shall thereupon automatically terminate without further notice of any kind, which is hereby waived by USFC, (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event with respect to USFS described in paragraph (ii)b)(ii) above, such debt has been accelerated by the holder obligation of such debtthe Company to purchase Receivables from USFC shall thereupon terminate without notice of any kind, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entryhereby waived by USFC, or unless both the Company and USFC agree in writing that such event shall not trigger an Early Termination hereunder and (yz) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany other Purchase Termination Event with respect to USFC, which if left unstayed could reasonably so long as such Purchase Termination Event shall be expected continuing, the Company may terminate its obligation to have a Material Adverse Effect on the Originator;
purchase Receivables from USFC by written notice to USFC (iany termination with respect to USFC pursuant to clause (x), (y) Any or (z) of this AgreementSection 6.01 is herein called an "EARLY TERMINATION" with respect to USFC); PROVIDED, HOWEVER, that in the event of an involuntary petition or proceeding as described in paragraphs (g)(ii) and (g)(iii) above, the Loan and Servicing Agreement Company shall not purchase Receivables from USFC until such time, if any, as such involuntary petition or proceeding has been dismissed, PROVIDED that such dismissal shall have occurred within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Receivables Sale Agreement (United Stationers Supply Co)
Purchase Termination Events. If If, with respect to any Seller, any of the following events (each each, a “Purchase Termination Event”"PURCHASE TERMINATION EVENT" with respect to such Seller) shall occurhave occurred and be continuing:
(a) The Originator Seller shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue remain unremedied for two (2) Business Days;; or
(b) The Originator There shall have occurred (i) an Early Amortization Event set forth in Section 7.1 of the Pooling Agreement or (ii) the Amortization Period with respect to all outstanding Series shall have occurred and be continuing; or
(c) Any representation or warranty made or deemed to be made by such Seller or any of its officers under or in connection with any Transaction Document, Monthly Settlement Statement or other information, statement, record, certificate, document or report delivered pursuant to a Transaction Document shall prove to have been false or incorrect in any material respect when made or deemed made (including in each case by omission of material information necessary to make such representation, warranty, certificate or statement not misleading); PROVIDED, that no such event shall constitute a Purchase Termination Event unless such event shall continue unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge thereof and (B) the date such Seller receives notice of the incorrectness of such representation or warranty from the Company, the Servicer or the Trustee; PROVIDED, FURTHER, that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (c) based upon a breach of any representation or warranty set forth in Section 4.02 with respect to any Receivable if the Sellers shall have complied with the provisions of subsection 2.06, as the case may be, with respect to such Receivable; or
(d) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in subsection 5.01(d), (g) or (h) or Section 5.03 of this Agreement on its part to be performed or observed and any such failure shall remain unremedied for five Business Days; PROVIDED, that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any covenant set forth in subsection 5.01(d), (g) or (h) or Section 5.03 with respect to any Receivable if the Sellers shall have complied with the provisions of subsection 2.06, as the case may be, with respect to such Receivable; or
(e) Such Seller shall fail to perform or observe any other Facility term, covenant or agreement contained in any Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty a period of 30 days from the earlier of (30A) days after the Purchaser or date any Affected Party gives Responsible Officer of such Seller obtains knowledge of such failure and (B) the date such Seller receives notice thereof to from the Originator Company, the Servicer or the Originator otherwise obtains knowledge thereof;Trustee; or
(cf) Any representation or warranty made or deemed Transaction Document to which such Seller is a party shall cease, for any reason, to be made by in full force and effect, or RS, US Foodservice or such Seller shall so assert in writing, or the Originator under or in connection with this Agreement or any other Facility Document Company shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease fail to have a valid and perfected first priority ownership or security interest in each Purchased Receivable transferred hereunder the Receivables and the Related Security, Collections and other Transferred Assets with respect theretoReceivables Property; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;or
(i) An Event such Seller shall commence any case, proceeding or other action (A) under any existing or future law of Termination under any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or such Seller shall make a general assignment for the Loan and Servicing Agreement shall occur, benefit of its creditors; or (ii) there shall be commenced against such Seller any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the Termination Date under entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against such Seller or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the Loan and Servicing Agreement entry of an order for any such relief which shall occur;not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) such Seller or any of its respective Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) such Seller shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(fh) An Event of Bankruptcy shall occur US Foodservice has been terminated as Servicer following a Servicer Default with respect to US Foodservice under the Originator;Servicing Agreement; or
(i) The Originator a Responsible Officer of RS receives notice or becomes aware that a notice of Lien has been filed by the PBGC against any Significant Subsidiary shall default Seller, the Company or the Trust under Section 412(n) of the Code or Section 302(f) of ERISA for a period beyond any applicable grace period failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies; then, (x) in the payment case of any principal, interest or other amount due under Purchase Termination Event with respect to any Indebtedness Seller described in paragraph (other than trade payables or non-recourse indebtednessb)(i), or (g) and (i) above, the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by such Seller, (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event with respect to any Seller described in paragraph (ii)b)(ii) above, the obligation of the Company to purchase Receivables from such debt has been accelerated by the holder Seller shall thereupon terminate without notice of such debtany kind, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entryhereby waived by such Seller, or unless both the Company and such Seller agree in writing that such event shall not trigger an Early Termination hereunder and (yz) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany other Purchase Termination Event with respect to any Seller, which if left unstayed could reasonably so long as such Purchase Termination Event shall be expected continuing, the Company may terminate its obligation to have a Material Adverse Effect on the Originator;
purchase Receivables from such Seller by written notice to such Seller (iany termination with respect to any Seller pursuant to clause (x), (y) Any or (z) of this AgreementArticle VI is herein called an "EARLY TERMINATION" with respect to such Seller); PROVIDED, HOWEVER, that in the event of an involuntary petition or proceeding as described in paragraphs (g)(ii) and (g)(iii) above, the Loan and Servicing Agreement Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed, PROVIDED that such dismissal shall have occurred within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Purchase Termination Events. If any of the following events (each a “herein called "Purchase Termination Event”Events") shall occurhave occurred and be continuing:
(a) The Originator the Seller shall fail (i) to make pay any payment or deposit required amount due pursuant to be made by it hereunder or under any other Facility Document when due Section 2.06 in accordance Receivables Sale Agreement with the provisions thereof and such failure shall continue unremedied for two a period of five Business Days from the earlier of (2A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Company, the Servicer or the Trustee or (ii) to pay any other amount required to be paid by the Seller hereunder within five Business Days;Days of the date when due; or
(b) The Originator the Seller shall fail to observe or perform or observe in any term, material respect any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) of this Section 7.01); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (b) unless such failure shall continue unremedied for a period of 30 consecutive days from the date the Seller receives notice of such failure from the Company, the Servicer or the Trustee; or
(c) any representation, warranty, certification or statement made or deemed made by the Seller in this Agreement or in any statement, record, certificate, financial statement or other Facility Document on its part document delivered pursuant to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false incorrect in any material respect when made or incorrect deemed made; provided that no such event shall constitute a Purchase Termination Event unless such event shall continue unremedied for a period of 30 days from the earlier of (except that A) the materiality standard in this clause date any Responsible Officer of the Seller obtains knowledge thereof and (cB) shall not apply to any the date the Seller receives notice of the incorrectness of such representation or warranty from the Company, the Servicer or the Trustee; provided, further, that is qualified by a materiality standard by its terms) when made or Purchase Termination Event shall not be deemed made or delivered;
(d) The Purchaser shall cease to have occurred under this paragraph (c) based upon a valid and perfected first priority ownership interest breach of any representation or warranty set forth in each Purchased Receivable transferred hereunder and Section 4.02 if the Related Security, Collections and other Transferred Assets Seller shall have complied with the provisions of Section 2.06 in respect theretothereof; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;Receivables Sale Agreement
(i) An Event a court having jurisdiction in the premises shall enter a decree or order for relief in respect of Termination the Seller in an involuntary case under the Loan Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and Servicing all other such applicable laws being collectively, "Applicable Insolvency Laws"), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii)(A) an involuntary case is commenced against the Seller under any Applicable Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (B) any event referred to in clause (ii)(A) above continues for 60 days unless dismissed, bonded or discharged; (iii) the Seller shall at its request have a decree or an order for relief entered with respect to it or commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (iv) the making by the Seller of any general assignment for the benefit of creditors; or (v) the Board of Directors of the Seller authorizes action to approve any of the foregoing; or Receivables Sale Agreement
(e) there shall have occurred (i) an Early Amortization Event set forth in Section 7.01 of the Pooling Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur Amortization Period with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default Outstanding Series shall have occurred and be continuing continuing; or
(f) the Seller has been terminated as Servicer following a Servicer Default with respect to the Seller under an agreement, or related agreements, the Servicing Agreement; or
(g) a notice of Lien shall have been filed by the PBGC against the Seller under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtednessSection 412(n) of $10,000,000 the Code or more and, in Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the case Code or Section 302(f) of this clause (ii), ERISA applies and such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed notice could reasonably be expected to have a Material Adverse Effect with respect to the Seller unless there shall have been delivered to the Trustee and the Rating Agencies proof of release of such Lien; or
(h) any Lien in an amount equal to or greater than $10,000,000 has been asserted against or imposed on the OriginatorReceivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. ss. 9607(l), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of the Seller, unless such Lien is being contested in compliance with the standard set forth in Section 5.13; or
(i) a Federal tax notice of Lien, in an amount equal to or greater than $2,000,000, shall have been filed against the Seller, unless such Lien is being contested in compliance with the standard set forth in Section 5.13 or there shall have been delivered to the Trustee and the Rating Agencies proof of release of such Lien; or
(j) any "Event of Default", as such term is defined in paragraph (b), (c) or (d) (but only Receivables Sale Agreement with respect to Article VI of the Credit Agreement in the case of paragraph (d)) of Article VII of the Credit Agreement, after giving effect to any grace period applicable thereto under the Credit Agreement, shall have occurred and be continuing;
(i) Any in the case of any Purchase Termination Event described in paragraph (d), (e) or (g) above, the obligation of the Company to purchase Receivables shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Seller and (ii) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing, the Company may terminate its obligation to purchase Receivables from the Seller by written notice to the Seller (any termination pursuant to clause (i) or (ii) of this AgreementArticle VII is herein called an "Early Termination"); provided, how ever, that in the event of an involuntary petition or proceeding as described in paragraphs (d)(i) and (d)(ii) above, the Loan and Servicing Agreement Company shall not purchase Receivables from the Seller until such time, if any, as such involuntary petition or proceeding has been dismissed, provided that such dismissal shall have occurred within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Receivables Sale Agreement (American Axle & Manufacturing Holdings Inc)
Purchase Termination Events. If If, with respect to any Seller, any of the following events (each each, a “Purchase Termination Event”"PURCHASE TERMINATION EVENT" with respect to such Seller) shall occurhave occurred and be continuing:
(a) The Originator Seller shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue remain unremedied for two (2) Business Days;; or
(b) The Originator There shall have occurred (i) an Early Amortization Event set forth in Section 7.1 of the Pooling Agreement or (ii) the Amortization Period with respect to all outstanding Series shall have occurred and be continuing; or
(c) Any representation or warranty made or deemed to be made by such Seller or any of its officers under or in connection with any Transaction Document, Monthly Settlement Statement or other information, statement, record, certificate, document or report delivered pursuant to a Transaction Document shall prove to have been false or incorrect in any material respect when made or deemed made (including in each case by omission of material information necessary to make such representation, warranty, certificate or statement not misleading); PROVIDED, that no such event shall constitute a Purchase Termination Event unless such event shall continue unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge thereof and (B) the date such Seller receives notice of the incorrectness of such representation or warranty from the Company, the Servicer or the Trustee; PROVIDED, FURTHER, that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (c) based upon a breach of any representation or warranty set forth in Section 4.02 with respect to any Receivable if the Sellers shall have complied with the provisions of Section 2.06 with respect to such Receivable; or
(d) Such Seller shall fail to perform or observe in any material respect any other term, covenant or agreement contained in subsection 5.01(d), (g) or (h) or Section 5.03 of this Agreement on its part to be performed or observed and any such failure shall remain unremedied for five Business Days; PROVIDED, that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any covenant set forth in subsection 5.01(d), (g) or (h) or Section 5.03 with respect to any Receivable if the Sellers shall have complied with the provisions of Section 2.06 with respect to such Receivable; or
(e) Such Seller shall fail to perform or observe in any material respect any other Facility term, covenant or agreement contained in any Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty a period of 30 days from the earlier of (30A) days after the Purchaser or date any Affected Party gives Responsible Officer of such Seller obtains knowledge of such failure and (B) the date such Seller receives notice thereof to from the Originator Company, the Servicer or the Originator otherwise obtains knowledge thereof;Trustee; or
(cf) Any representation or warranty made or deemed Transaction Document to which such Seller is a party shall cease, for any reason, to be made by in full force and effect, or USSC, or other such Seller shall so assert in writing, or the Originator under or in connection with this Agreement or any other Facility Document Company shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease fail to have a valid and perfected first priority ownership or security interest in each Purchased Receivable transferred hereunder the Receivables and the Related Security, Collections and other Transferred Assets with respect theretoReceivables Property; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;or
(i) An Event such Seller shall commence any case, proceeding or other action (A) under any existing or future law of Termination under any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or such Seller shall make a general assignment for the Loan and Servicing Agreement shall occur, benefit of its creditors; or (ii) there shall be commenced against such Seller any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the Termination Date under entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against such Seller or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the Loan and Servicing Agreement entry of an order for any such relief which shall occur;not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or (iv) such Seller or any of its respective Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) such Seller shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(fh) An Event of Bankruptcy shall occur USSC has been terminated as Servicer following a Servicer Default with respect to USSC under the Originator;Servicing Agreement; or
(i) The Originator a Responsible Officer of USSC receives notice or becomes aware that a notice of Lien has been filed by the PBGC against any Significant Subsidiary shall default Seller, the Company or the Trust under Section 412(n) of the Code or Section 302(f) of ERISA for a period beyond any applicable grace period failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies; then, (x) in the payment case of any principal, interest or other amount due under Purchase Termination Event with respect to any Indebtedness Seller described in paragraph (other than trade payables or non-recourse indebtednessb)(i), or (g) and (i) above, the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by such Seller, (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event with respect to a Seller described in paragraph (ii)b)(ii) above, the obligation of the Company to purchase Receivables from such debt has been accelerated by the holder Seller shall thereupon terminate without notice of such debtany kind, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entryhereby waived by such Seller, or unless both the Company and such Seller agree in writing that such event shall not trigger an Early Termination hereunder and (yz) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany other Purchase Termination Event with respect to any Seller, which if left unstayed could reasonably so long as such Purchase Termination Event shall be expected continuing, the Company may terminate its obligation to have a Material Adverse Effect on the Originator;
purchase Receivables from such Seller by written notice to such Seller (iany termination with respect to any Seller pursuant to clause (x), (y) Any or (z) of this AgreementSection 6.01 is herein called an "EARLY TERMINATION" with respect to such Seller); PROVIDED, HOWEVER, that in the event of an involuntary petition or proceeding as described in paragraphs (g)(ii) and (g)(iii) above, the Loan and Servicing Agreement Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed, PROVIDED that such dismissal shall have occurred within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Receivables Sale Agreement (United Stationers Supply Co)
Purchase Termination Events. If any of the following events --------------------------- (each each, a “"Purchase Termination Event”") shall occur:occur and be continuing: --------------------------
(a) The any representation or warranty made or deemed made by or on behalf of the Originator under or in connection with this Agreement or any Purchase Report or other information or report delivered by the Originator pursuant hereto shall prove to have been false or incorrect in any material respect when made or deemed made; provided, however, that the falsity or incorrectness of any -------- ------- representation made pursuant to Section 4.2(a) with respect to any Receivable -------------- shall not constitute a Purchase Termination Event so long as the Originator has complied with its obligations in respect of such Receivable pursuant to Section ------- 2.4; ---
(b) the Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2i) Business Days;
(b) The Originator shall fail to perform or observe any term, covenant or agreement contained in Section 5.1(c), 5.1(d), 5.1(g), 5.1(h), 5.1(i), 5.1(j), -------------- ------ ------ ------ ------ ------ 5.1(k), 5.1(l), 5.1(m) or 5.1(n), or (ii) make any payment or deposit to be made ------ ------ ------ ------ by it hereunder within three Business Days after the same became due and payable;
(c) the Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) ten days after following the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge discovery thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease generally not pay its debts as such debts become due, or shall admit in writing its inability to have pay its debts generally, shall make a valid and perfected first priority ownership interest thereingeneral assignment for the benefit of creditors, or shall take any corporate action to authorize any of the actions set forth above in this subsection (d) or -------------- the Originator shall be the subject of an Event of Bankruptcy;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (iie) the Termination Date under the Loan and Servicing Agreement shall occur;Originator transfers, sells or otherwise disposes of (whether in one transaction or a series of transactions) all or substantially all of its assets; or
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect effect, a Significant Event shall have occurred under the Loan Agreement or the Originator Lender's Commitment under the Loan Agreement shall so assert be terminated; then, and in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at event, the Purchaser may, by notice to the Originator, declare its obligation to purchase Receivables from the Originator to be terminated, whereupon such obligation shall forthwith be terminated; provided, -------- however, that in the case of any time following event described in subsection (d) above, such ------- -------------- termination shall automatically occur upon the execution thereof;happening of such event. No termination under this Section 7.1 of the Purchaser's obligation to purchase ----------- Receivables shall affect the then-existing obligations of the Originator hereunder (other than the Originator's obligations to sell Receivables to the Purchaser pursuant hereto).
Appears in 1 contract
Purchase Termination Events. If any of the following events (each each, a “Purchase Termination Event”"PURCHASE TERMINATION EVENT") shall occurhave occurred and be continuing:
(a) The Originator shall fail failure by the Seller to pay any amount or make any payment or deposit required to be made paid by it hereunder on or under any other Facility Document when due and before the date occurring two Business Days after the date such failure shall continue for two (2) Business Dayspayment or deposit is due;
(b) The Originator shall fail failure on the part of the Seller duly to observe or perform or observe in any term, covenant or agreement contained in this Agreement or material respect any other Facility Document on its part to be performed covenants or observed and any such agreements of the Seller set forth herein which failure shall remain continues unremedied for thirty (30) 30 days after the Purchaser earlier to occur of (i) the date upon which the Seller obtains knowledge of such failure or any Affected Party gives (ii) the date on which written notice thereof of such failure, requiring the same to be remedied, shall have been given to the Originator Seller by the Issuer or the Originator otherwise obtains knowledge thereofIndenture Trustee, or to the Seller, the Issuer and the Indenture Trustee by any Investor Noteholder;
(c) Any representation any representation, warranty or warranty made or deemed to be certification made by the Originator under Seller herein or in connection with this Agreement any report or any other Facility Document certificate delivered pursuant hereto shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) material respect when made or deemed made which failure, if capable of being remedied, continues unremedied for 30 days after the earlier to occur of (i) the date upon which the Seller obtains knowledge thereof and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Issuer or deliveredthe Indenture Trustee or to the Seller, the Issuer and the Indenture Trustee by any Investor Noteholder;
(d) The Purchaser the Seller shall fail to pay any principal of Funded Debt of the Seller which is then outstanding in a principal amount in excess of $25,000,000 at the scheduled maturity thereof, such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Funded Debt, and such Funded Debt is not paid within ten Business Days after the earlier of (i) the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Seller by the holder or holders of such Funded Debt; or Funded Debt of the Seller which is then outstanding in a principal amount in excess of $25,000,000 shall become due and payable prior to the scheduled maturity thereof as a result of the lawful acceleration thereof due to the occurrence of an event of default thereunder and such Funded Debt is not paid, or such acceleration thereof is not rescinded or annulled, within ten Business Days following such lawful acceleration thereof;
(e) any material provision of this Agreement shall cease, for any reason, to be in full force and effect or the Seller shall so assert in writing;
(f) the long-term unsecured senior debt of the Seller shall be rated below BB by S&P or below Ba2 by Mooxx'x;
(g) there shall have been filed against the Seller or Dunlop (i) a notice of federal tax lien from the Internal Revenue Service or (ii) a notice of lien from the PBGC under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which either of such sections applies;
(h) an Insolvency Event shall occur with respect to the Seller;
(i) a Termination Event with respect to each Series of Outstanding Investor Notes shall have deemed to have occurred or shall have been declared to have occurred in accordance with the terms of the applicable Indenture Supplement; or
(j) the Issuer shall for any reason cease to have a valid and perfected first priority ownership interest in each the Purchased Receivable transferred hereunder Receivables and the Receivables Property (to the extent that the Related SecurityProperty constitutes property an ownership interest in which may be perfected by filing a financing statement under the UCC in the Applicable Jurisdictions), Collections free and clear of any Adverse Claims, other Transferred Assets with respect theretothan Permitted Liens, or any of the Seller or any Affiliate thereof shall so assert in writing; or immediately prior to each PROVIDED, HOWEVER that a Purchase hereunder, the Originator Termination Event shall cease not be deemed to have occurred under this paragraph (j) if there shall be a valid lien on one or more Purchased Receivables and perfected first priority ownership interest therein;
(ix) An Event of Termination under the Loan and Servicing Agreement Seller shall occur, repurchase such Purchased Receivables in accordance with SECTION 2.6 or (iiy) the Termination Date under Collection Agent shall make payment of a Collection Agent Indemnification Amount in respect of such Purchased Receivables in accordance with Section 5.2 of the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period Collection Agency Agreement; then, (x) in the payment case of any principal, interest or other amount due under any Indebtedness Purchase Termination Event described in paragraph (other than trade payables or non-recourse indebtedness), h) or (yi) any other event shall occur or condition shall exist under an agreementabove, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration obligation of the maturity Issuer to purchase Designated Receivables shall thereupon automatically terminate without further notice of such Indebtedness (other than trade payables or non-recourse indebtedness)any kind, and which is hereby waived by the outstanding amount or amounts payable under all such Indebtedness under clauses (x) Seller and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii)any other Purchase Termination Event, so long as such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments Purchase Termination Event shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgmentcontinuing, the execution of which is effectively stayed within 30 days after Issuer may terminate its entry but only for 30 days after obligation to purchase Designated Receivables from the date on which such stay is terminated or expires) or, in Seller by written notice to the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;Seller.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Termination Events. If any of the following events (each each, a “"Purchase Termination Event”") shall occurhave occurred and be continuing, then (a) in the case of a Purchase Termination Event other than a Purchase Termination Event described in subsection (ii) below, JPMD shall, at the request of, or may with the consent of, a Note Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of a Purchase Termination Event described in subsection (ii) below, the Purchase Termination Date shall occur automatically:
(ai) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Originator Seller, for any reason, shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Days;
(b) The Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof grant to the Originator or Trust and to maintain in favor of the Originator otherwise obtains knowledge thereof;
Trust a valid and perfected ownership interest (c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall or, if not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have an ownership interest, a valid and perfected first priority ownership interest security interest) in each Purchased Receivable transferred hereunder and any material portion of the Related Security, Collections Receivables and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest thereinTrust Property;
(iv) An Event The Internal Revenue Service shall file notice of Termination under a lien pursuant to Section 6323 of the Loan and Servicing Agreement shall occurInternal Revenue Code with regard to any of the assets of the Seller or OFL, or (ii) the Termination Date under Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Loan Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or OFL, and Servicing Agreement in either such case such lien shall occursecure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(fvi) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of A default shall have occurred and be continuing (x) under an agreementany instrument or agreement evidencing, securing or related agreements, under which providing for the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) issuance of indebtedness for borrowed money in excess of $10,000,000 of, or more andguaranteed by, OFL, the Seller or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by OFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of this clause each of CLAUSES (ii)X) and (Y) above, such debt has been accelerated by (1) OFL, the holder of such debt, Seller or the holder of Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that such debt has attempted to accelerate but indebtedness is due and payable or that such acceleration was prevented by applicable Governmental Ruleor early amortization is rightful, and (2) no final judgment adverse to OFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;
(hA) A final judgment Any litigation (including, without limitation, derivative actions), arbitration proceedings or judgments shall be entered governmental proceedings not disclosed in writing by OFL, the Seller or the Servicer, as the case may be, prior to the date of execution and delivery of this Agreement is pending against OFL, the Originator Seller or the Servicer, as the case may be, or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entryAffiliate thereof, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) orwhich, in the case reasonable opinion of injunctive reliefJPMD, which if left unstayed could reasonably be expected to adversely determined, would have a Material Adverse Effect on Effect, or (B) any material development not so disclosed has occurred in any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the Originator;reasonable opinion of JPMD, would have a reasonable probability of causing a Material Adverse Effect; or
(iviii) Any OFL (if it is the Servicer) shall make any material adverse change in the Servicing Policy and Procedures without the prior written consent of this AgreementJPMD (which consent shall not be unreasonably withheld); or
(ix) On any Determination Date after the first Transfer Date but prior to the Purchase Termination Date, (A) the Loan and Servicing Agreement Delinquency Ratio shall exceed 2.5%; (B) the Portfolio Loss Ratio shall exceed 2.0%; (C) the Warehousing Loss Ratio shall exceed 1.0%; or (D) the Subordinated Note Average Net Excess Spread Percentage shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;less than 1.5%.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Olympic Financial LTD)
Purchase Termination Events. If any Each of the following events (each or --------------------------- occurrences described in this Section 6.1 shall constitute a “"Purchase ----------- -------- Termination Event”) shall occur:": -----------------
(a) The A Termination Event shall have occurred under the Securitization Agreement and the Agent shall have declared the Commitment Termination Date to have occurred; or
(b) Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue remain unremedied for two (2) three Business Days;Days after written notice thereof shall have been given by Servicer, the Agent or the Company to Originator; or
(bc) The Any representation or warranty made or deemed to be made by Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document or any other information, certificate or report delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made and, within three Business Days after written notice thereof shall have been given to the Originator (individually or as Servicer), as the case may be, the circumstances or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured in a manner satisfactory to the Agent; or
(d) Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives written notice thereof to shall have been given by Servicer, the Originator Agent or the Originator otherwise obtains knowledge thereof;Company to Originator; or
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(fe) An Event of Bankruptcy shall occur have occurred and remained continuing with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;.
Appears in 1 contract
Purchase Termination Events. (a) If any of the following events (each a “Purchase Termination Event”) shall occurhave occurred:
(ai) The Originator the Seller shall fail to make pay (i) any payment or deposit required amount due pursuant to be made by it hereunder or under any other Facility Document when due Section 6.1 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five Business Days from the earlier of (A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Buyer, the Servicer, the Trustee, the Administrative Agent or any Purchaser Agent or (ii) any other amount required to be paid by the Seller hereunder within two (2) Business Days;Days of the date when due; or
(bii) The Originator the Seller shall fail to observe or perform or observe any term, covenant or agreement applicable to it contained herein (other than as specified in paragraph (i) of this Section 8.1); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (ii) unless such failure shall continue unremedied for a period of 30 consecutive days from the date the Seller receives notice of such failure from the Buyer, the Servicer, the Trustee, the Administrative Agent or any Purchaser Agent; or
(iii) any representation, warranty, certification or statement made or deemed made by the Seller in this Agreement or in any statement, record, certificate, financial statement or other Facility Document on its part document delivered pursuant to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) material respect when made or deemed made and shall not have been corrected within 5 Business Days of the Seller becoming aware of such incorrectness; provided that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (iii) based upon a breach of any representation or delivered;warranty set forth in Section 6.1 if the Seller shall have complied with the provisions of Section 6.1 in respect thereof; or
(div) The Purchaser (A) a court having jurisdiction in the premises shall cease enter a decree or order for relief in respect of the Seller in an involuntary case under the Bankruptcy Code or any other Insolvency Laws, which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law no now or hereafter in effect and shall not be stayed; (B) (I) any involuntary case is commenced against the Seller under any Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (II) any event referred to in clause (B)(I) above continues for 60 days unless dismissed, bonded or disclosed; (C) the Seller shall at its request have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets decree or an order for relief entered with respect theretoto it or commence a voluntary case under any Insolvency Law now or hereafter in effect, or shall consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (D) the making by the Seller of any general assignment for the benefit of creditors; (E) the inability or failure of the Seller generally to pay its debts as such debts become due; or immediately prior (F) the board of directors of the Seller authorizes action to each Purchase hereunder, approve any of the Originator shall cease to have a valid and perfected first priority ownership interest therein;foregoing; or
(iv) An there shall have occurred (A) a Termination Event set forth in Section 10.1 of Termination under the Loan Sale and Servicing Agreement shall occur, or (iiB) the Termination Date under the Loan and Servicing Agreement Amortization Period shall occur;have commenced; or
(fvi) An the Seller has been terminated as Servicer following a Servicer Termination Event of Bankruptcy shall occur with respect to such Seller under the Originator;Sale and Servicing Agreement; or
(ivii) The Originator a notice of Lien shall have been filed by the Pension Benefit Guaranty Corporation against the Seller under Section 412(n) of the Code or any Significant Subsidiary shall default Section 302(f) of ERISA for a period beyond any applicable grace period (x) in the payment of any principal, interest failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent and each Purchaser Agent proof of release of such Lien; or
(viii) any Lien in an amount due under equal to or greater than $1,000,000 has been asserted against or imposed on, any Indebtedness (other than trade payables real or non-recourse indebtednesspersonal property of the Seller pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9607(1), or (y) any other event shall occur equivalent or condition shall exist under an agreementcomparable state law, relating to or arising from the costs of, response to, or related agreementsinvestigation, under which remediation or monitoring of, any environmental contamination resulting from the Originator current or any Significant Subsidiary has outstanding Indebtedness past operations of the Seller; or
(other ix) a Federal tax notice of Lien, in an amount equal to or greater than trade payables or non-recourse indebtedness)$1,000,000, if shall have been filed against the effect Seller unless there shall have been delivered to the Administrative Agent and each Purchaser Agent proof of release of such event or condition is to permit the acceleration of the maturity of such Indebtedness Lien then, (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (xA) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event described in paragraph (iiiv), such debt has been accelerated by (v)(A), (vii), (viii) or (ix) above the holder obligation of such debtthe Buyer to purchase Purchased Collateral from the Seller shall thereupon automatically terminate without further notice of any kind, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entryhereby waived by such Seller, or (yB) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany Purchase Termination Event described in paragraph (v)(B) above, the obligation of the Buyer to purchase Purchased Collateral from the Seller shall thereupon terminate without notice of any kind, which if left unstayed could reasonably is hereby waived by the Seller unless both the Buyer and the Seller agree in writing that such event shall not trigger an Early Termination hereunder, and (C) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be expected continuing, the Buyer, the Administrative Agent or any Purchaser Agent may terminate its obligation to have a Material Adverse Effect on purchase Purchased Collateral from the Originator;
Seller by written notice to the Seller (iany termination pursuant to clause (A), (B) Any or (C) of this AgreementArticle VIII is herein called an “Early Termination”); provided, however, that, in the event of any involuntary petition or proceeding as described in paragraphs (iv)(A) and (iv)(B) above, the Loan and Servicing Agreement Buyer shall not purchase Purchased Collateral from the Seller unless such involuntary petition or proceeding is dismissed, bonded or discharged within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Purchase Termination Events. (a) If any of the following events (each a “Purchase Termination Event”) shall occurhave occurred and be continuing:
(ai) The Originator the Seller shall fail to make pay any payment or deposit amount required to be made paid by it the Seller hereunder or under any other Facility Document when due and such failure shall continue unremedied for a period of two (2) Business Days;Days from the earlier of (A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Buyer, the Collateral Manager, the Collateral Agent or the Administrative Agent; or
(bii) The Originator the Seller shall fail to observe or perform the covenants set forth in Sections 5.1(a), 5.1(b), 5.1(f), 5.1(h), 5.1(j), 5.1(p) or 5.2; or
(iii) the Seller shall fail to observe or perform in any term, material respect any covenant or agreement applicable to it contained herein (other than as specified in clause (i) of this Agreement or any other Facility Document on its part to be performed or observed and any Section 8.1(a)); provided that no such failure shall remain constitute a Purchase Termination Event under this clause (ii) unless such failure shall continue unremedied for a period of thirty (30) days (if such failure can be remedied) after the Purchaser or any Affected Party gives notice thereof earlier to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
occur of (i) An Event the date on which written notice of Termination under such failure requiring the Loan same to be remedied shall have been given to the Seller by the Buyer or the Administrative Agent and Servicing Agreement shall occur, or (ii) the Termination Date date on which any Responsible Officer of the Seller acquires knowledge thereof; or
(iv) there shall have occurred an Insolvency Event relating to the Seller; or
(v) there shall have occurred (A) an Event of Default under the Loan Credit and Servicing Security Agreement shall occur;
or (fB) An Event the termination of Bankruptcy shall occur with respect to the Originator;
Reinvestment Period; then, (i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (xA) in the payment case of any principalPurchase Termination Event described in clause (iv) above, interest the obligation of the Buyer to purchase Transferred Assets from the Seller shall thereupon terminate without notice of any kind, which is hereby waived by the Seller unless both the Buyer and the Seller (with the written consent of the Administrative Agent) agree in writing that such event shall not trigger an Early Termination (as defined below) hereunder and (B) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing, the Buyer or other amount due under the Administrative Agent may terminate the Buyer’s obligation to purchase Transferred Assets from the Seller by written notice to the Seller (any Indebtedness termination pursuant to the foregoing clauses (other than trade payables or non-recourse indebtednessA), or (yB) is herein called an “Early Termination”); provided that in the event a Purchase Termination Event has occurred due to any other event involuntary petition or proceeding with respect to Seller as described in the definition of Insolvency Event, the Buyer shall occur not purchase Transferred Assets from the Seller unless such involuntary petition or condition shall exist under an agreementproceeding is dismissed, bonded or related agreements, under which discharged within sixty (60) days of the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect filing of such event petition or condition is to permit the acceleration of the maturity commencement of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Sale, Contribution and Master Participation Agreement (TICC Capital Corp.)
Purchase Termination Events. If any of the following events (each each, a “"Purchase Termination Event”") shall occur:
(a) The Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Days;
(b) The Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing with respect to a Seller:
(a) such Seller shall fail to pay (i) any amount due under an agreement, Article II hereof hereunder in accordance with the provisions hereof and such failure shall continue unremedied for a period of five Business Days or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), ) any other amount due hereunder in accordance with the provisions hereof and such debt has been accelerated by failure shall continue unremedied for a period of five Business Days from the holder earlier to occur of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) the date upon which a judgment which is fully discharged within 30 days after its entry, Responsible Officer of such Seller obtains knowledge of such failure or (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to such Seller by the Company or the Trustee or (2) to the Company, to the Trustee and to such Seller by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount; or
(b) such Seller shall fail to observe or perform in any material respect any covenant or agreement applicable to it contained herein (other than as specified in subsection (a) of this Section 7.01 or Section 5.07(b)); provided that the failure to observe or perform either (i) the covenant specified in Section 6.02 or (ii) any other covenant specified herein (other than the covenants specified in Section 6.01 and Sections 6.03-6.11) shall not constitute a judgment, Purchase Termination Event under this subsection (b) unless such failure shall continue unremedied for a period of 30 consecutive days from the execution earlier of which is effectively stayed within 30 days after its entry but only for 30 days after (i) the date on which such stay is terminated Seller has or expiresactual knowledge of such failure and (ii) the date on which such Seller receives notice of such failure from the Company, the Servicer or the Trustee; or
(c) (i) any representation, warranty, certification or statement made or deemed made by such Seller in this Agreement or in any certificate delivered pursuant to this Agreement (other than the case of injunctive relief, which if left unstayed could reasonably Officer's Certificate to be expected delivered pursuant to Section 5.07(b)) shall prove to have been incorrect in any material respect when made or deemed made; provided that a Material Adverse Effect on Purchase Termination Event shall not be deemed to have occurred under this subsection (c) based upon a breach of any representation or warranty set forth in Section 4.02 if such Seller shall have compiled with the Originator;provisions of Section 2.06 in respect thereof; or
(i) Any a court having jurisdiction in the premises shall enter a decree or order for relief in respect of such Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, "Applicable Insolvency Laws"), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii)(A) an involuntary case is commenced against such Seller under any Applicable Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Seller, or over all or a substantial part of the property of such Seller, shall have been entered, an interim receiver, trustee or other custodian of such Seller for all or a substantial part of the property of such Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of such Seller and (B) any event referred to in clause (ii)(A) above continues for 60 days unless dismissed, bonded or discharged; provided, however, that such 60-day period shall be deemed terminated immediately upon the occurrence of any of the events referred to in this AgreementSection 7.01(d) other than those referred to in clause (ii)(A) above; (iii) such Seller shall at its request have a decree or an order for relief entered with respect to it or commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the Loan and Servicing Agreement entry of a decree or an order for relief in an involuntary case, or to the Subordinated Note shall cease conversion of an involuntary case to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations a voluntary case, under any such Facility Document at any time following Applicable Insolvency Law, consent to the execution thereof;appointment of
Appears in 1 contract
Purchase Termination Events. If any of the following events (each a “Purchase Termination Event”) shall occurhave occurred and be continuing:
(a) The Originator the Seller shall fail (i) to make pay any payment amount due pursuant to Sections 6.1 or deposit required to be made by it hereunder or under any other Facility Document when due 6.3 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five Business Days from the earlier of (A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Buyer, the Servicer or the Administrative Agent or (ii) to pay any other amount required to be paid by the Seller hereunder within two (2) Business Days;Days of the date when due; or
(b) The Originator the Seller shall fail to observe or perform or observe any term, covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) of this Agreement or any other Facility Document on its part to be performed or observed Section 8.1), and any such failure shall remain the same continues unremedied for thirty (30) a period of 10 days after the Purchaser or any Affected Party gives earlier to occur of (i) the date on which written notice thereof of such failure requiring the same to be remedied shall have been given to the Originator or Sellerand (ii) the Originator otherwise obtains knowledge date on which the Seller becomes aware thereof;
(c) Any representation any representation, warranty, certification or warranty statement made or deemed to be made by the Originator under or Seller in connection with this Agreement or in any statement, record, certificate, financial statement or other Facility Document document delivered pursuant to this Agreement shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made made, provided that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (iii) based upon a breach of any representation or delivered;warranty set forth in Sections 6.1 or 6.3 if the Seller shall have complied with the provisions of Sections 6.1 or 6.3, as applicable, in respect thereof; or
(dA) The Purchaser a court having jurisdiction in the premises shall cease enter a decree or order for relief in respect of the Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, “Applicable Insolvency Laws”), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law no now or hereafter in effect and shall not be stayed; (B) (I) any involuntary case is commenced against the Seller under any Applicable Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (II) any event referred to in clause (B)(I) above continues for 60 days unless dismissed, bonded or disclosed; (C) the Seller shall at its request have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets decree or an order for relief entered with respect theretoto it or commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (D) the making by the Seller of any general assignment for the benefit of creditors; (E) the inability or failure of the Seller generally to pay its debts as such debts become due; or immediately prior (F) manager of the Seller authorizes action to each Purchase hereunderapprove any of the foregoing; or
(e) there shall have occurred (A) a Termination Event set forth in Section 10.1 of the Sale and Servicing Agreement or (B) the Amortization Period shall have commenced and be continuing; or
(f) the Seller has been terminated as Servicer following a Servicer Termination Event with respect to such Seller under Section 6.15 of the Sale and Servicing Agreement; or
(g) a notice of Lien shall have been filed by the Pension Benefit Guaranty Corporation against the Seller under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(h) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on, any real or personal property of the Originator shall cease Seller pursuant to have a valid the Comprehensive Environmental Response, Compensation, and perfected first priority ownership interest therein;Liability Act, 42 U.S.C. § 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of the Seller; or
(i) An Event a Federal tax notice of Termination under Lien, in an amount equal to or greater than $1,000,000, shall have been filed against the Loan and Servicing Agreement Seller unless there shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect have been delivered to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment Administrative Agent proof of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect release of such event or condition is to permit the acceleration of the maturity of such Indebtedness Lien, then, (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (xA) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event described in paragraph (iic), such debt has been accelerated by the holder of such debt(d)(A), (e), (f), (g) or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments above the obligation of the Buyer to purchase Purchased Collateral from the Seller shall be entered against the Originator or thereupon automatically terminate without further notice of any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment kind, which is fully discharged within 30 days after its entryhereby waived by such Seller, or (yB) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany Purchase Termination Event described in paragraph (d)(B) above, the obligation of the Buyer to purchase Purchased Collateral from the Seller shall thereupon terminate without notice of any kind, which if left unstayed could reasonably is hereby waived by the Seller unless both the Buyer and the Seller agree in writing that such event shall not trigger an Early Termination hereunder and (C) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be expected continuing, the Buyer and the Administrative Agent may terminate its obligation to have a Material Adverse Effect on purchase Purchased Collateral from the Originator;
Seller by written notice to the Seller (iany termination pursuant to clause (A), (B) Any or (C) of this AgreementArticle VIII is herein called an “Early Termination”); provided however that in the event of any involuntary petition or proceeding as described in paragraphs (d)(A) and (d)(B) above, the Loan and Servicing Agreement Buyer shall not purchase Purchased Collateral from the Seller unless such involuntary petition or proceeding is dismissed, bonded or discharged within 60 days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Capitalsource Inc)
Purchase Termination Events. If The occurrence of any one or more of the following events (each shall constitute a “Purchase Termination Event”) shall occur:
(a) The Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Days;
(b) The Originator AGCO shall fail to perform or observe any term, covenant or agreement contained hereunder or under any other Transaction Document and such failure shall continue for (i) except with respect to Section 3.03, twenty (20) Business Days or (ii) in the case of Section 3.03, two (2) Business Days, in each case, after the earlier of (A) the date on which AGCO obtains knowledge thereof and (B) the date on which written notice thereof is given to AGCO by the Purchaser;
(b) Any representation, warranty, certification or statement made by AGCO in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Transaction Document shall prove to have been materially false incorrect in any material respect (or incorrect (except that the materiality standard in this clause (c) shall not apply to any respect, if such representation representation, warranty, certification or warranty that statement is already qualified by a materiality standard by its termsmateriality) when made or deemed made and either (i) the failure of such representation, warranty, certification or deliveredstatement to be true and correct shall have a Material Adverse Effect or (ii) such representation, warranty, certification or statement shall continue to be incorrect for twenty (20) Business Days after notice thereof; provided, however, that the breach of any representation and warranty of the Seller made with respect to any Sold Receivable shall not be a Purchase Termination Event if the Seller purchases such Sold Receivable from the Purchaser (without recourse, warranty or representation, except as to title (subject to deficiencies in title transferred by the Seller to the Purchaser)) at the Repurchase Price;
(c) A Bankruptcy Event shall occur with respect to AGCO or AGCO Finance;
(d) The Purchaser AGCO shall cease be required to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and register as an “investment company” by the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration provisions of the maturity Investment Company Act of such Indebtedness (other than trade payables or non-recourse indebtedness)1940, and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Ruleas amended;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;
Appears in 1 contract
Purchase Termination Events. If any of the following events (each a “Purchase Termination Event”) shall occur:
(a) The Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Days;
(b) The Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;
(j) A Change in Control shall have occurred;
(k) If the Originator or any ERISA Affiliate should establish, maintain, contribute to or become obligated to contribute to any ERISA Plan and (i) a Reportable Event shall have occurred with respect to any ERISA Plan; or (ii) a trustee shall be appointed by a United States District Court to administer any ERISA Plan; or (iii) the PBGC shall institute proceedings to terminate any ERISA Plan; or (iv) a complete or partial withdrawal by the Originator or any ERISA Affiliate from any Multiemployer Plan shall have occurred, or any Multiemployer Plan shall enter reorganization status, become insolvent, or terminate (or notify the Originator or any ERISA Affiliate of its intent to terminate) under Section 4041A of ERISA; or (v) any ERISA Plan experiences an accumulated funding deficiency under Code Section 412(b); or (vi) the Originator or any ERISA Affiliate incurs any liability for a Prohibited Transaction under ERISA Section 502; provided that any of the events described in this Section 5.01(k) shall result in joint liability to the Originator and all ERISA Affiliates in excess of $5,000,000; or
(l) The Originator receives notice or becomes aware that a notice of federal tax lien has been filed against it; then, in any such event, the Purchaser may, by notice to the Originator, declare the Purchase Termination Date to have occurred; provided, however, that, in the case of any event described in subsection (f) above the Purchase Termination Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon the declaration or automatic occurrence of the Purchase Termination Date, the Purchaser shall cease to make Purchases from the Originator hereunder.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Teco Energy Inc)
Purchase Termination Events. If any of the following events (each a “herein called "Purchase Termination Event”Events") shall occur:
(a) The Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Days;
(b) The Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreementwith respect to one or more Sellers:
(a) a Seller shall fail (i) to pay any amount due pursuant to Section 2.06 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five Business Days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge of such failure and (B) the date such Seller receives notice of such failure from the Company, the related Servicer or related agreements, under which the Originator Trustee or (ii) to pay any Significant Subsidiary has outstanding Indebtedness other amount required to be paid by 48 Amended and Restated Receivables Sale Agreement such Seller hereunder within two Business Days of the date when due; or
(b) a Seller shall fail to observe or perform in any material respect any covenant or agreement applicable to it contained herein (other than trade payables or non-recourse indebtednessas specified in paragraph (a) of this Section 7.01); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (b) unless such failure shall continue unremedied for a period of 30 consecutive days from the date such Seller receives notice of such failure from the Company, the related Servicer or the Trustee; or
(c) any representation, warranty, certification or statement made or deemed made by such Seller in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made or deemed made, provided that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (c) based upon a breach of any representation or warranty set forth in Section 4.02 if such Seller shall have complied with the provisions of Section 2.06 in respect thereof; or
(i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, "Applicable Insolvency Laws"), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii)(A) an involuntary case is commenced against the Seller under any Applicable Insolvency Law now or hereafter in effect, a 49 Amended and Restated Receivables Sale Agreement decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (B) any event referred to in clause (ii)(A) above continues for 60 days unless dismissed, bonded or disclosed; (iii) the Seller shall at its request have a decree or an order for relief entered with respect to it or commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (iv) the making by the Seller of any general assignment for the benefit of creditors; (v) the inability or failure of the Seller generally to pay its debts as such debts become due; or (vi) the Board of Directors of the Seller authorizes action to approve any of the foregoing; or
(e) there shall have occurred (i) an Early Amortization Event set forth in Section 7.01 of the Pooling Agreement or (ii) the Amortization Period with respect to all Outstanding Series shall have occurred and be continuing; or
(f) a Seller has been terminated as Servicer following a Servicer Default with respect to such Seller under the Servicing Agreement; or 50 Amended and Restated Receivables Sale Agreement
(g) a notice of Lien shall have been filed by the PBGC against a Seller under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Trustee and the Rating Agencies proof of release of such Lien; or
(h) any Lien in an amount equal to or greater than $10,000,000 1,000,000 has been asserted against or more andimposed on, any real or personal property of a Seller pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. ss. 9607(l), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of such Seller; or
(i) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against a Seller unless there shall have been delivered to the Trustee and the Rating Agencies proof of release of such Lien.
(i) in the case of this any Purchase Termination Event described in paragraph (e)(i) above, the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Sellers, (ii) in the case of any Purchase Termination Event described in paragraph (d), (g), (h) or (i) above, the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by such Seller, (iii) in the case of any Purchase Termination Event described in paragraph (e)(ii) above, the obligation of the Company to purchase Receivables from such Seller shall thereupon terminate without notice of any kind, which is hereby waived 51 Amended and Restated Receivables Sale Agreement by such Seller unless both the Company and such Seller agree in writing that such event shall not trigger an Early Termination hereunder and (iv) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing, the Company may terminate its obligation to purchase Receivables from such Seller by written notice to such Seller (any termination pursuant to clause (i), (ii), (iii) or (iv) of this Article VII is herein called an "Early Termination"); provided, however, that in the event of an involuntary petition or proceeding as described in paragraphs (d)(i) and (d)(ii) above, the Company shall not purchase Receivables from such debt has been accelerated by Seller unless such involuntary petition or proceeding is dismissed, bonded or discharged within 60 days of the holder filing of such debt, petition or the holder commencement of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Receivables Sale Agreement (Lifestyle Furnishings International LTD)
Purchase Termination Events. (a) If any of the following events (each a “Purchase Termination Event”) shall occurhave occurred and be continuing:
(ai) The Originator the Seller shall fail (i) to make pay any payment amount due pursuant to Section 6.1 or deposit required to be made by it hereunder or under any other Facility Document when due 6.3 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five (5) Business Days from the earlier of (A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Buyer, the Servicer, the Administrative Agent or any Purchaser Agent or (ii) to pay any other amount required to be paid by the Seller hereunder within two (2) Business Days;Days of the date when due; or
(bii) The Originator the Seller shall fail to observe or perform or observe any term, covenant or agreement applicable to it contained herein (other than as specified in paragraph (i) of this Section 8.1); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (ii) unless such failure shall continue unremedied for a period of thirty (30) consecutive days from the date the Seller receives notice of such failure from the Buyer, the Servicer, the Administrative Agent or any Purchaser Agent; or
(iii) any representation, warranty, certification or statement made or deemed made by the Seller in this Agreement or in any statement, record, certificate, financial statement or other Facility Document on its part document delivered pursuant to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made made, provided that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (iii) based upon a breach of any representation or delivered;warranty set forth in Section 6.1 or 6.3 if the Seller shall have complied with the provisions of Section 6.1 or 6.3, as applicable, in respect thereof; or
(dA) The Purchaser a court having jurisdiction in the premises shall cease enter a decree or order for relief in respect of the Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, “Applicable Insolvency Laws”), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law no now or hereafter in effect and shall not be stayed; (B) (I) any involuntary case is commenced against the Seller under any Applicable Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (II) any event referred to in clause (B)(I) above continues for sixty (60) days unless dismissed, bonded or disclosed; (C) the Seller shall at its request have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets decree or an order for relief entered with respect theretoto it or commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (D) the making by the Seller of any general assignment for the benefit of creditors; (E) the inability or failure of the Seller generally to pay its debts as such debts become due; or immediately prior (F) the Board of Directors of the Seller authorizes action to each Purchase hereunder, approve any of the Originator shall cease to have a valid and perfected first priority ownership interest therein;foregoing; or
(iv) An there shall have occurred (A) a Termination Event set forth in Section 10.1 of Termination under the Loan Sale and Servicing Agreement shall occur, or (iiB) the Termination Date under the Loan Amortization Period shall have commenced and Servicing Agreement shall occur;be continuing; or
(fvi) An the Seller has been terminated as Servicer following a Servicer Termination Event of Bankruptcy shall occur with respect to such Seller under the Originator;Sale and Servicing Agreement; or
(ivii) The Originator a notice of Lien shall have been filed by the Pension Benefit Guaranty Corporation against the Seller under Section 412(n) of the Code or any Significant Subsidiary shall default Section 302(f) of ERISA for a period beyond any applicable grace period (x) in the payment of any principal, interest failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent and each Purchaser Agent proof of release of such Lien; or
(viii) any Lien in an amount due under equal to or greater than $1,000,000 has been asserted against or imposed on, any Indebtedness (other than trade payables real or non-recourse indebtednesspersonal property of the Seller pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9607(1), or (y) any other event shall occur equivalent or condition shall exist under an agreementcomparable state law, relating to or arising from the costs of, response to, or related agreementsinvestigation, under which remediation or monitoring of, any environmental contamination resulting from the Originator current or any Significant Subsidiary has outstanding Indebtedness past operations of the Seller; or
(other ix) a Federal tax notice of Lien, in an amount equal to or greater than trade payables or non-recourse indebtedness)$1,000,000, if shall have been filed against the effect Seller unless there shall have been delivered to the Administrative Agent and each Purchaser Agent proof of release of such event or condition is to permit the acceleration of the maturity of such Indebtedness Lien then, (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (xA) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event described in paragraph (iiiv), such debt has been accelerated by (v)(A), (vii), (viii) or (ix) above the holder obligation of such debtthe Buyer to purchase Purchased Collateral from the Seller shall thereupon automatically terminate without further notice of any kind, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entryhereby waived by such Seller, or (yB) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany Purchase Termination Event described in paragraph (v)(B) above, the obligation of the Buyer to purchase Purchased Collateral from the Seller shall thereupon terminate without notice of any kind, which if left unstayed could reasonably is hereby waived by the Seller unless both the Buyer and the Seller agree in writing that such event shall not trigger an Early Termination hereunder and (C) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be expected continuing, the Buyer, the Administrative Agent or any Purchaser Agent may terminate its obligation to have a Material Adverse Effect on purchase Purchased Collateral from the Originator;
Seller by written notice to the Seller (iany termination pursuant to clause (A), (B) Any or (C) of this AgreementArticle VIII is herein called an “Early Termination”); provided that in the event of any involuntary petition or proceeding as described in paragraphs (iv)(A) and (iv)(B) above, the Loan and Servicing Agreement Buyer shall not purchase Purchased Collateral from the Seller unless such involuntary petition or proceeding is dismissed, bonded or discharged within sixty (60) days of the filing of such petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any commencement of such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Capitalsource Inc)
Purchase Termination Events. If If, with respect to any Seller, any of the following events (each each, a “Purchase Termination Event”"PURCHASE TERMINATION EVENT" with respect to such Seller) shall occurhave occurred and be continuing:
(a) The Originator Seller shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue remain unremedied for two (2) Business Days;; or
(b) The Originator There shall have occurred (i) an Early Amortization Event set forth in Section 7.1 of the Pooling Agreement or (ii) the Amortization Period with respect to all Outstanding Series shall have occurred and be continuing; or
(c) Any representation or warranty made or deemed to be made by such Seller or any of its officers under or in connection with any Transaction Document, Daily Report, Monthly Settlement Statement or other information, statement, record, certificate, document or report delivered pursuant to a Transaction Document shall prove to have been false or incorrect in any material respect when made or deemed made (including in each case by omission of material information necessary to make such representation, warranty, certificate or statement not misleading); PROVIDED, that no such event shall constitute a Purchase Termination Event unless such event shall continue unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge thereof and (B) the date such Seller receives notice of the incorrectness of such representation or warranty from the Company or the Trustee; PROVIDED, FURTHER,that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (c) based upon a breach of any representation or warranty set forth in Section 4.02 with respect to any Receivable if the Sellers shall have complied with the provisions of subsection 2.06, as the case may be; or
(d) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in subsection 5.01(c) or (i), subsections 5.02(b), (c) or (d) or Section 5.03 of this Agreement on its part to be performed or observed and any such failure shall remain unremedied for five Business Days; or such Seller shall fail to perform or observe any other Facility such term, covenant or agreement contained in Section 5.01 or 5.02 of this Agreement; PROVIDED, that no failure to perform or observe any other term, covenant or agreement contained in Section 5.01 or 5.02 of this Agreement shall constitute a Purchase Termination Event unless such event shall continue unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge of such failure and (B) the date such Seller receives notice of such failure from the Company or the Trustee; PROVIDED, FURTHER, that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any covenant set forth in subsection 5.01(c), (f) or (g) or Section 5.03 with respect to any Receivable if the Sellers shall have complied with the provisions of subsection 2.06, as the case may be; or
(e) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in any Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty a period of 30 days from the earlier of (30A) days after the Purchaser date any Responsible Officer of such Seller obtains knowledge of such failure and (B) the date such Seller receives notice thereof from the Company, the Servicer, the Trustee or any Affected Party gives notice thereof Agent; or
(f) Any Transaction Document to the Originator which such Seller is a party shall cease, for any reason, to be in full force and effect, or Core-Xxxx or such Seller shall so assert in writing, or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document Company shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease fail to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder substantially all of the Receivables and the Related Security, Collections and other Transferred Assets with respect theretoReceivables Property; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;or
(i) An Event such Seller shall commence any case, proceeding or other action (A) under any existing or future law of Termination under any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or such Seller shall make a general assignment for the Loan and Servicing Agreement shall occur, benefit of its creditors; or (ii) there shall be commenced against such Seller any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the Termination Date under entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against such Seller or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the Loan and Servicing Agreement entry of an order for any such relief which shall occur;not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) such Seller or any of its respective Subsidiaries shall take any action in furtherance of any of the acts set forth in clause (i), (ii), or (iii) above; or (v) such Seller shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(fh) An Event of Bankruptcy shall occur Core-Xxxx has been terminated as Servicer following a Servicer Default with respect to Core-Xxxx under the Originator;Servicing Agreement; or
(i) The Originator or any Significant Subsidiary 15 days shall default for have elapsed after there shall be filed against such Seller a period beyond any applicable grace period (xi) in a notice of federal tax Lien from the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is Internal Revenue Service with respect to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds taxes exceeding $50,000,000 100,000 or (ii) an event a notice of default Lien with respect to taxes exceeding $100,000 from the PBGC under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies; or (iii) a notice of state tobacco excise tax Lien with respect to taxes exceeding $100,000 in the aggregate from any state Governmental Authority, unless in each case there shall have occurred been delivered to the Trustee and be continuing under an agreementeach Rating Agency proof of the release of, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) payment of $10,000,000 or more and, in the case of this clause (ii)amounts secured by, such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental RuleLien;
(hj) A final judgment or judgments there shall be entered filed against the Originator or such Seller a notice of any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgmentLien, the execution existence of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on unless there has been delivered to the Originator;
Trustee proof of release of, or payment of amounts secured by, such Lien; or then, (x) in the case of any Purchase Termination Event described in paragraph (b)(i) or (g) (other than clause (v) thereof), the obligation of the Company to purchase Receivables shall thereupon automatically terminate without further notice of any kind, which is hereby waived by such Seller, (y) in the case of any Purchase Termination Event described in paragraph (b)(ii) above, the obligation of the Company to purchase Receivables shall thereupon terminate without notice of any kind, which is hereby waived by such Seller, unless both the Company and such Seller agree in writing that such event shall not trigger an Early Termination hereunder and (z) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing, the Company may terminate its obligation to purchase Receivables from such Seller by written notice to such Seller (any termination with respect to any Seller pursuant to clause (x), (y) or (z) of this Article VI is herein called an "EARLY TERMINATION" with respect to such Seller); PROVIDED, HOWEVER, that in the event of (A) the filing of any notice of Lien described in paragraph (i) Any of this Agreementabove or (B) an involuntary petition or proceeding as described in paragraphs (g)(ii) and (g)(iii) above, the Loan Company shall not purchase Receivables from such Seller until such time, if any, as such Lien is released or paid (and Servicing Agreement evidence of such release is received and verified by S&P) as described above or such involuntary petition or proceeding has been dismissed, PROVIDED that such dismissal shall have occurred within 60 days of the filing of such petition or the Subordinated Note commencement of such proceeding; PROVIDED, FURTHER, that upon the occurrence of an Early Termination of a Seller, such the Seller shall cease have no further obligation to be sell any additional Receivables to the Company. Notwithstanding anything to the contrary in full force this Section 6.01, a delay in or failure of performance referred to under clause (a) above for a period of 10 Business Days after the applicable grace period shall not constitute a Purchase Termination Event, if such delay or failure could not have been prevented by the exercise of reasonable diligence by such Seller and effect such delay or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;failure was caused by a Force Majeure Delay.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Core Mark International Inc)
Purchase Termination Events. (a) If any of the following events (each a “Purchase Termination Event”) shall occurhave occurred and be continuing:
(ai) The Originator the Seller shall fail to make pay any payment or deposit amount required to be made paid by it the Seller hereunder or under any other Facility Document when due and such failure shall continue unremedied for a period of two (2) Business Days;Days from the earlier of (A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Buyer, the Investment Manager or the Administrative Agent; or
(bii) The Originator the Seller shall fail to observe or perform the covenants set forth in Sections 5.1(a), 5.1(b), 5.1(f), 5.1(j) or 5.2; or
(iii) the Seller shall fail to observe or perform in any term, material respect any covenant or agreement applicable to it contained herein (other than as specified in clause (i) of this Agreement or any other Facility Document on its part to be performed or observed and any Section 8.1(a)); provided that no such failure shall remain constitute a Purchase Termination Event under this clause (ii) unless such failure shall continue unremedied for a period of thirty (30) days (if such failure can be remedied) after the Purchaser or any Affected Party gives notice thereof earlier to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
occur of (i) An the date on which written notice of such failure requiring the same to be remedied shall have been given to the Seller by the Buyer or the Administrative Agent and (ii) the date on which any Responsible Officer of the Seller acquires knowledge thereof; or
(iv) there shall have occurred an Insolvency Event relating to the Seller; or
(v) there shall have occurred (A) an Event of Termination Default under the Loan and Servicing Security Agreement shall occur, or (iiB) the Termination Date under the Loan and Servicing Agreement shall occur;
Revolving Period End Date; then, (f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (xA) in the payment case of any principalPurchase Termination Event described in clause (iii) above, interest the obligation of the Buyer to purchase Transferred Assets from the Seller shall thereupon terminate without notice of any kind, which is hereby waived by the Seller unless both the Buyer and the Seller (with the written consent of the Administrative Agent) agree in writing that such event shall not trigger an Early Termination (as defined below) hereunder and (B) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing, the Buyer or other amount due under the Administrative Agent may terminate the Buyer’s obligation to purchase Transferred Assets from the Seller by written notice to the Seller (any Indebtedness termination pursuant to the foregoing clauses (other than trade payables or non-recourse indebtednessA), or (yB) is herein called an “Early Termination”); provided that in the event a Purchase Termination Event has occurred due to any other event involuntary petition or proceeding with respect to Seller as described in the definition of Insolvency Event, the Buyer shall occur not purchase Transferred Assets from the Seller unless such involuntary petition or condition shall exist under an agreementproceeding is dismissed, bonded or related agreements, under which discharged within sixty (60) days of the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect filing of such event petition or condition is to permit the acceleration of the maturity commencement of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;proceeding.
Appears in 1 contract
Samples: Sale and Contribution Agreement (Investcorp Credit Management BDC, Inc.)
Purchase Termination Events. If any of the following events (each each, a “"Purchase Termination Event”") shall occur:
(a) The Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Days;
(b) The Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing with respect to an Originator:
(a) such Originator shall fail to pay (i) any amount due under an agreement, Article II hereof in accordance with the provisions hereof and such failure shall continue unremedied for a period of five Business Days or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), ) any other amount due hereunder in accordance with the provisions hereof and such debt has been accelerated by failure shall continue unremedied for a period of five Business Days from the holder earlier to occur of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) the date upon which a judgment which is fully discharged within 30 days after its entry, Responsible Officer of such Originator obtains knowledge of such failure or (y) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Originator by the Buyer or the Lender; or
(b) such Originator shall fail to observe or perform in any material respect any covenant or agreement applicable to it contained herein and such failure to observe or perform such covenant (other than as specified in subsection (a) of this Section 7.01) shall continue unremedied for a judgment, period of 30 consecutive days from the execution earlier of which is effectively stayed within 30 days after its entry but only for 30 days after (i) the date on which such stay is terminated Originator obtains actual knowledge of such failure and (ii) the date on which such Originator receives notice of such failure from the Buyer, the Servicer or expiresthe Lender; or
(c) any representation, warranty, certification or statement made or deemed made by such Originator in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made or deemed made; provided that a Purchase Termination Event shall not be deemed to have occurred under this subsection (c) based upon a breach of any representation or warranty set forth in Section 4.02 if such Originator shall have complied with the provisions of Section 2.06 in respect thereof; or,
(i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of such Originator in an involuntary case of injunctive reliefunder the Bankruptcy Code or any Applicable Insolvency Law now or hereafter in effect, which if left unstayed could reasonably decree or order is not stayed or any other similar relief shall be expected granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii)(A) an involuntary case is commenced against such Originator under any Applicable Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Originator, or over all or a substantial part of the property of such Originator, shall have been entered, an interim receiver, trustee or other custodian of such Originator for all or a substantial part of the property of such Originator is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of such Originator and (B) any event referred to in clause (ii)(A) above continues for 60 days unless dismissed, bonded or discharged; provided, however, that such 60-day period shall be deemed terminated immediately upon the occurrence of any of the events referred to in this Section 7.01(d) other than those referred to in clause (ii)(A) above; (iii) such Originator shall at its request have a Material Adverse Effect on decree or an order for relief entered with respect to it or commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the Originatorentry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (iv) the making by such Originator of any general assignment for the benefit of creditors; (v) the inability or failure of such Originator generally to pay its debts as such debts become due; or (vi) the Board of Directors of such Originator authorizes action to approve any of the foregoing; or
(e) there shall have occurred and be continuing a Termination Event set forth in Section 9.01 of the Funding Agreement; or
(f) a Responsible Officer of such Originator receives notice or is aware that a notice of Lien shall have been filed by the PBGC against such Originator under Section 412(n) of the IRC or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the IRC or Section 302(f) of ERISA applies unless there shall have been delivered to the Lender proof of release of such Lien; or
(g) a Responsible Officer of such Originator receives notice or is aware that a Federal tax notice of Lien shall have been filed against such Originator unless there shall have been delivered to the Lender proof of release of such Lien;
(i) Any in the case of this Agreementany Purchase Termination Event described in subsection (e) above, the Loan obligation of the Buyer to purchase Receivables and Servicing Agreement other Receivable Assets from the Originators shall thereupon automatically terminate without further notice of any kind, which is hereby waived by each Originator, (ii) in the case of any Purchase Termination Event described in subsection (d), (f) or (g) above, the Subordinated Note obligation of the Buyer to purchase Receivables and other Receivable Assets from the Originators shall cease thereupon, after expiration of any applicable cure period, automatically terminate without further notice of any kind, which is hereby waived by each Originator and (iii) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing and after expiration of any applicable cure period, the Buyer may terminate its obligation to be in full force purchase Receivables and effect other Receivable Assets from all of the Originators by written notice to each Originator (any termination pursuant to clause (i), (ii) or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;(iii) above is herein called an "Early Termination").
Appears in 1 contract
Purchase Termination Events. If any of the following events (each each, a “"Purchase Termination Event”") shall occuroccur and be continuing:
(a) The Originator shall fail to make any payment representation or deposit required to be warranty made or deemed made by it hereunder or on behalf of any Seller under or in connection with this Agreement or any Settlement Report or other Facility Document information or report delivered by any Seller pursuant hereto shall prove to have been false or incorrect in any material respect when due and such failure shall continue for two (2) Business Daysmade or deemed made;
(b) The Originator any Seller shall fail to (i) perform or observe any term, covenant or agreement contained in Section 5.01(c), 5.01(f), 5.01(g), 5.01(h), 5.01(i), 5.01(k), 5.01(l), or 5.01(n), 5.01(o), 5.01(p) or 5.01(r) or Section 5.02 or (ii) make any payment or deposit to be made by it hereunder when the same becomes due and payable;
(c) any Seller shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or deliveredten days;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each any Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note Document shall cease to be in full force and effect or the Originator Liquidity Commitments shall so assert have been terminated or an "Amortization Event" shall have occurred under the Loan Agreement;
(i) a court having jurisdiction in writing the premises shall enter a decree or otherwise seek order for relief in respect of any Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law or (ii) an involuntary case is commenced against any Seller under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Seller, or over all or a substantial part of its respective property, shall have been entered; or an interim receiver, trustee or other custodian of any Seller for all or a substantial part of its respective property is involuntarily appointed; or a warrant of attachment, execution or similar process is issued against any substantial part of the property of any Seller, and the continuance of any such events in subclause (ii) for 60 days unless dismissed, bonded or discharged;
(f) any Seller shall have an order for relief entered with respect to terminate it or disaffirm its obligations shall commence a voluntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Facility Document at law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or the making by any time following Seller of any assignment for the execution benefit of creditors; or the inability or failure of any Seller, or the admission by any Seller in writing of its inability to pay its debts as such debts become due; or the Board of Directors of any Seller (or any committee thereof;) adopts any resolution or otherwise authorizes action to approve any of the foregoing; then, and in any such event, the Company may, by notice to each Seller declare its obligation to acquire Receivables from such Seller to be terminated, whereupon such obligation shall forthwith be terminated; provided, however, that upon the occurrence of a Termination Event described in paragraph (e) or (f) above or upon termination of the Liquidity Commitments pursuant to the Loan Agreement, the Company's obligations to purchase Receivables from the Sellers will automatically terminate without notice to any of the Sellers (which notice is hereby waived by each of the Sellers).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Burlington Industries Inc /De/)
Purchase Termination Events. If any of the following events (each each; a “Purchase Termination Event”"PURCHASE TERMINATION EVENT") shall occuroccur and be continuing:
(a) The Originator any written representation or warranty made or deemed made or any oral representation made prior to the Closing Date by or on behalf of the Seller or the Servicer under or in connection with this Agreement or any Daily Report, Cash Allocation Report or Settlement Statement or other information or report delivered by the Seller or the Servicer pursuant hereto shall fail prove to make have been false or incorrect in any payment material respect when made or deposit required deemed made, except with respect to be made by it hereunder or under the representation and warranty set forth in Section 4.02(a) with respect to any other Facility Document when due and Purchased Contract Assets so long as the Seller has complied with its obligations in respect of such failure shall continue for two (2) Business DaysPurchased Contract Assets pursuant to Section 2.04;
(b) The Originator the Seller shall fail have failed to (i) perform or observe any term, covenant or agreement contained in Subsection 5.01(c), 5.01(f), 5.01(g), 5.01(h), 5.01(i), 5.01(1), 5.01(m), 5.01(n), 5.01(o), or 5.01(p), Section 5.02 or Section 7.02, or (ii) make any payment or deposit to be made by it hereunder when the same becomes due and payable;
(c) the Seller, the Servicer or Back-up Servicer shall have failed to perform or observe any other term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain have remained unremedied for thirty (30) ten days after following notification by the Purchaser or any Affected Party gives notice thereof to Issuer, the Originator Servicer or the Originator Trustee or otherwise obtains knowledge becoming aware thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser the Indenture or the Security Agreement shall cease have ceased to have a valid be in full force and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest thereineffect;
(ie) An an Amortization Commencement Date, Early Amortization Event of Termination under the Loan and Servicing Agreement or Potential Early Amortization Event shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occurhave occurred;
(f) An Event of Bankruptcy the Servicer shall occur with respect have failed to make any payment or deposit to be made by it hereunder when the Originator;same becomes due and payable; or
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (yg) any other event Purchase Termination Event under the Purchase Agreement shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness)have occurred. then, and in any such event, the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, Trustee or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entryCollateral Agent may, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefan event set forth in clause (e) above, which if left unstayed could reasonably be expected shall, by notice to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, Seller declare the Loan and Servicing Agreement or Issuer's obligation to acquire Contract Assets from the Subordinated Note shall cease Seller to be in full force and effect or the Originator terminated, whereupon such obligation shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;forthwith be terminated.
Appears in 1 contract
Samples: Purchase and Servicing Agreement (Transmedia Network Inc /De/)
Purchase Termination Events. If any one or more of the following events (each a “"Purchase Termination Event”") shall occur:
(a) The Originator Seller shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue unremedied for two (2) Business Days;; or
(b) Any representation, warranty, certification or statement made by the Seller hereunder or in any other document delivered pursuant hereto shall prove to have been incorrect when made or deemed made; provided, that a breach of any representation or warranty made by the Borrower with respect to one or more Loans pursuant to Section 4.2 shall not constitute a Purchase Termination Event hereunder if the Seller either (i) cures such breach, (ii) purchases such Purchased Loan from the Purchaser at the applicable Repurchase Price in accordance with Section 2.4 or (iii) substitutes an Eligible Substitute Loan for such Loan in accordance with Section 2.5; or
(c) The Originator Seller shall fail to perform or observe any term, covenant or agreement contained (i) set forth in this Agreement Section 5.1(a)(iv), 5.1(a)(vi), 5.1(a)(viii), 5.1(c), 5.1(e) or any other Facility Document on its part to be performed or observed 5.1(k) and any such failure shall remain unremedied continue for thirty (30) consecutive days after the Purchaser or (ii) under any Affected Party gives notice thereof Transaction Document (other than as referred to the Originator or the Originator otherwise obtains knowledge thereof;
in clause (i) of this paragraph (c) Any representation or warranty made Section 8.1(a)) and such failure shall continue unremedied for five (5) Business Days; or
(i) The Seller fails to make any payment in respect of any Indebtedness of the Seller when due, (ii) any default or deemed other event or condition occurs or exists beyond the applicable grace or cure period, the effect of which is to permit any holder of Indebtedness of the Seller to cause (whether or not it elects to cause) any of such Indebtedness to become due before its stated maturity or regularly scheduled payment dates, or (iii) any of such Indebtedness is declared to be made due and payable or required to be prepaid by the Originator under Seller before its stated maturity; or
(e) An Event of Bankruptcy shall occur with respect to the Seller; or
(f) A Change of Control shall occur with respect to the Seller; or
(g) The Seller fails, within 10 days after entry, to pay, bond, or otherwise discharge any one or more judgments or orders for the payment of money (not paid or fully covered by insurance) in connection excess of $1,000,000 (individually or collectively) or the equivalent thereof in another currency or currencies, or any warrant of attachment, sequestration, or similar proceeding against the Seller's assets having a value (individually or collectively) of $1,000,000 or the equivalent thereof in another currency or currencies, which is not either (i) stayed on appeals; (ii) being diligently contested in good faith by appropriate proceedings with this adequate reserves having been set aside on the books of the Seller in accordance with GAAP, or (iii) dismissed by a court of competent jurisdiction; or
(h) This Agreement or any other Facility Transaction Document shall prove to have been materially false terminate in whole or incorrect in part (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by accordance with its terms) when made ), or deemed made shall cease to be effective or delivered;to be the legally valid, binding and enforceable obligation of the Seller and the Purchaser or either of the Seller or the Purchaser shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability thereof; or
(di) The Purchaser shall cease to have a valid and perfected first priority ownership security interest in each the Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect theretoAssets; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;or
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(ij) The Originator or any Significant Subsidiary Internal Revenue Service shall default for file notice of a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is Lien pursuant to permit the acceleration Section 6323 of the maturity Tax Code with regard to any assets of the Seller and such Indebtedness Lien shall not have been released within fifteen (other than trade payables or non-recourse indebtedness), and 15) Business Days after the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debtSeller obtains notice thereof, or the holder PBGC shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any assets of the Seller; or
(k) An Amortization Event shall occur under the Credit and Security Agreement; then, in any such event, no further Conveyances of Additional Loans or Eligible Substitute Loans may be made to the Purchaser hereunder. Notwithstanding any cessation of Conveyances hereunder, Purchased Assets transferred to the Purchaser prior to the occurrence of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect Amortization Date and principal collections and interest collections on the Originator;
(i) Any Loans, insurance proceeds and other proceeds in respect of this Agreementsuch Loans whenever received, the Loan and Servicing Agreement or the Subordinated Note shall cease continue to be in full force and effect or property of the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;Purchaser.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (PMC Commercial Trust /Tx)
Purchase Termination Events. If any of the The following ----------=-------------------- events (each a “shall be "Purchase Termination Event”) shall occur:Events": ---------------------------
(a) The Originator shall fail occurrence of an Event of Default or an Amortization Event or the commencement of the Amortization Period with respect to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Daysall Outstanding Series of Notes;
(b) The Originator Seller shall fail to pay (i) an Adjustment or repurchase Receivables affected by an Adjustment within 5 Business Days, (ii) any payment in respect of interest then due within 3 Business Days or (iii) any other amount within 5 Business Days of the due date for such amount; or
(i) Any representation or warranty made by the Seller or the Transferor under any of the Transaction Documents, (ii) any information provided by it for inclusion in the Daily Receivables Activity Report or (iii) any other information or report delivered by the Seller or the Transferor with respect to this Agreement or the Purchased Assets, shall prove to have been untrue or incorrect in any material respect when made or deemed to have been made, such failure could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the interest of the Issuer or its assigns in the Purchased Assets and such failure remains unremedied for 30 days; or
(d) Either the Seller or the Transferor shall fail to perform or observe observe, as and when required, (i) any term, covenant or agreement contained in this Agreement or any of the other Facility Document on its part Transaction Documents to be performed or observed which it is a party, and any such failure shall remain unremedied for thirty (30) days after for: in the Purchaser case of the covenant to segregate Collections pursuant to Section 2.17(e), the covenant to file --------------- financing or any Affected Party gives notice thereof continuation statements pursuant to the Originator Section 2.14 or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or negative ------------ covenants set forth in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related SecuritySection 2.18, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur10 days, or (ii) the Termination Date under the Loan and Servicing any other term, covenant ------------- or agreement contained in this Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under Transaction Documents to which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) it is a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefparty, which if left unstayed failure could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Originator;interest of the Issuer or its assigns in the Purchased Assets, 30 days; or
(e) An Event of Bankruptcy shall have occurred with respect to the Seller or the Transferor; or
(f) Either (i) Any the Internal Revenue Service shall file notice of this Agreementa Lien pursuant to Section 6323 of the Code with respect to any of the Purchased Assets or (ii) the PBGC shall, or shall indicate its intention to, file notice of a Lien pursuant to Section 4068 of ERISA with respect to any of the Loan Purchased Assets, and, in either such case, such Lien shall not have been released within 30 days; or
(g) A Servicer Default shall have occurred and Servicing be continuing and the Indenture Trustee shall not have appointed a Successor Servicer within 60 days of such Servicer Default; or
(h) This Agreement or the Subordinated Note shall cease to be in full force and effect or for any reason other than in accordance with its terms. If a Purchase Termination Event occurs, the Originator Seller shall so assert in writing or otherwise seek promptly give notice to terminate or disaffirm its obligations under any the Issuer and the Indenture Trustee of such Facility Document at any time following the execution thereof;Purchase Termination Event.
Appears in 1 contract
Purchase Termination Events. If any of the following events (each each, a “Purchase Termination Event”) shall occurhave occurred and be continuing:
(a) The Originator the Seller shall fail to make observe or perform in any payment material respect any covenant or deposit required agreement applicable to be made by it hereunder or under any other Facility Document when due and contained herein; provided, that no such failure shall constitute a Purchase Termination Event under this paragraph (a) unless such default shall continue unremedied for two a period of 30 consecutive days after the earlier of (2i) Business Daysthe date on which any officer of the Seller has knowledge of such default and (ii) the date the Seller receives written notice of such default from the Purchaser;
(b) The Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or Seller in connection with this Agreement or which is contained in any certificate, document or financial or other Facility Document statement delivered by it pursuant to this Agreement shall prove to have been materially false or incorrect (except that misleading in any material respect on or as of the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when date made or deemed made (other than any representation or deliveredwarranty which relates to Transferred Media Assets the subject of a rescission pursuant to Section 2.03);
(i) the Seller or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Seller or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Seller or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Seller or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Seller or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Seller or any of its Subsidiaries shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;
(d) The Purchaser the Seller or any of its Subsidiaries shall cease to have a valid and perfected first priority ownership interest (i) default in each Purchased Receivable transferred hereunder and making any payment of any principal of any Indebtedness on the Related Security, Collections and other Transferred Assets due date with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or default in making any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principalinterest on any such Indebtedness beyond the period of grace, interest if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other amount due under agreement or condition relating to any such Indebtedness (other than trade payables or non-recourse indebtedness)contained in any instrument or agreement evidencing, securing or relating thereto, or (y) any other event shall occur or condition shall exist under an agreementexist, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such which default or other event or condition is to permit the acceleration of the maturity of results in such Indebtedness becoming due prior to its stated maturity; or
(other than trade payables e) Any judgment or non-recourse indebtedness), order for the payment of money in excess of $250,000 (or the equivalent thereof in any foreign currency) shall be rendered against the Seller or any of its subsidiaries and the outstanding amount either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 order or (ii) an event there shall be any period of default 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall have occurred and not be continuing under an agreementin effect; then, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtednessA) of $10,000,000 or more and, in the case of this clause any Purchase Termination Event described in paragraph (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(hc) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than clause (xv) a judgment thereof) above, automatically the obligation of the Purchaser to purchase Transferred Media Assets from the Seller shall thereupon automatically terminate without notice of any kind, which is fully discharged within 30 days after its entry, or hereby waived by the Seller; and (yB) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive reliefany other Purchase Termination Event, which if left unstayed could reasonably so long as such Purchase Termination Event shall be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreementcontinuing, the Loan and Servicing Agreement or Purchaser may terminate its obligation to purchase Transferred Media Assets from the Subordinated Note shall cease Seller by written notice to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;Seller.
Appears in 1 contract
Samples: Sale and Contribution Agreement (First Look Studios Inc)
Purchase Termination Events. If any of the following events (each a “"Purchase Termination Event”") shall occur:
(a) The Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Days;
(b) The Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to a Responsible Officer of the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(ig) The Originator or Purchaser shall fail to make any Significant Subsidiary shall default for a period beyond any applicable grace period (x) payment in the payment respect of any principal, interest or other amount Indebtedness when and as the same shall become due under any Indebtedness (other than trade payables or non-recourse indebtedness), and payable or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (iiB) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Purchaser has outstanding Indebtedness; or (ii) (A) the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables the Purchaser) shall fail to make any payment (whether of principal or non-recourse indebtednessinterest and regardless of amount) in respect of $10,000,000 any Material Indebtedness, when and as the same shall become due and payable (subject to any applicable grace period) or more (B) any event or condition occurs and, while continuing, results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (subject to any applicable grace period) the case holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (ii), B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such debt has been accelerated by Indebtedness or to Capital Leases that terminate as a result of the holder voluntary sale or transfer of such debt, or a casualty or condemnation affecting the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Ruleproperty or assets subject thereto;
(h) A final judgment One or more judgments for the payment of money in an aggregate amount in excess of $75,000,000 and not covered by insurance shall be entered rendered against the Originator Sherwin-Williams, any Subsidiary of Sherwin-Williams (other thax xxx Xxxxxxxxx) or any Significant combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, vacated or bonded pending appeal, or any action shall be legally taken by a judgment creditor to attach or levy upon material assets of Sherwin-Williams or any Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate Sherwin-Williams (other than (xthx Xxxxxxxxr) a judgment which is fully discharged within 30 days after its entry, to enforce one or (y) a judgment, mxxx xxxxxxxxx xxr the execution payment of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, money in the case an aggregate amount in excess of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator$75,000,000;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;
(j) A Change in Control shall have occurred;
(k) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; or
(l) The Originator receives notice or becomes aware that a notice of federal tax lien has been filed against it; then, in any such event, the Purchaser may, by notice to the Originator, declare the Purchase Termination Date to have occurred; provided, however, that, in the case of any event described in subsection (f) above the Purchase Termination Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon the declaration or automatic occurrence of the Purchase Termination Date, the Purchaser shall cease to make Purchases from the Originator hereunder.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Sherwin Williams Co)
Purchase Termination Events. If any of the following events (each each, a “"Purchase Termination Event”") shall occuroccur and be continuing:
(a) The Originator shall fail to make any payment representation or deposit required to be warranty made or deemed made by it hereunder or on behalf of Originator under or in connection with this Agreement or any Purchase Report or other Facility Document information or report delivered by Originator pursuant hereto shall prove to have been false or incorrect in any material respect when due and made or deemed made; provided, however, that the falsity or incorrectness of any representation made pursuant to Section 4.2(a) with respect to any Receivable shall not constitute a Purchase Termination Event so long as Originator has complied with its obligations in respect of such failure shall continue for two (2) Business DaysReceivable pursuant to Section 2.4;
(b) The Originator shall fail to (i) perform or observe any term, covenant or agreement contained in Sections 5.1(b), 5.1(c), 5.1(d), 5.1(g), 5.1(h), 5.1(i), 5.1(j), 5.1(k), 5.1(l), 5.1 (m) or 5.1 (n), or (ii) make any payment or deposit to be made by it hereunder within three (3) Business Days after the same became due and payable;
(c) Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivereddays;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease generally not pay its debts as such debts become due, or shall admit in writing its inability to have pay its debts generally, shall make a valid and perfected first priority ownership interest thereingeneral assignment for the benefit of creditors, or shall take any corporate action to authorize any of the actions set forth above in this subsection (d) or Originator shall be the subject of an Event of Bankruptcy;
(ie) An Event Originator transfers, sells or otherwise disposes of Termination under the Loan and Servicing Agreement shall occur, (whether in one transaction or (iia series of transactions) the Termination Date under the Loan and Servicing Agreement shall occur;all or substantially all of its assets; or
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect effect, a Significant Event shall have occurred under the Loan Agreement or the Originator Lender's Commitment under the Loan Agreement shall so assert be terminated; then, and in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at event, Purchaser may, by notice to Originator, declare its obligation to purchase Receivables from Originator to be terminated, whereupon such obligation shall forthwith be terminated; provided, however, that in the case of any time following event described in subsection (d) above, such termination shall automatically occur upon the execution thereof;happening of such event. No termination under this Section 7.1 of Purchaser's obligation to purchase Receivables shall affect the then-existing obligations of Originator hereunder (other than Originator's obligations to sell Receivables to Purchaser pursuant hereto).
Appears in 1 contract
Samples: Receivables Purchase Agreement (Central Freight Lines Inc/Tx)
Purchase Termination Events. If If, with respect to USFS, any of the following events (each each, a “Purchase Termination Event”"PURCHASE TERMINATION EVENT" with respect to USFS) shall occurhave occurred and be continuing:
(a) The Originator USFS shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue remain unremedied for two (2) Business Days;; or
(b) The Originator There shall fail to perform or observe any term, covenant or agreement contained have occurred (i) an Early Amortization Event set forth in this Section 7.1 of the Pooling Agreement or any other Facility Document on its part (ii) the Amortization Period with respect to all outstanding Series shall have occurred and be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to the Originator or the Originator otherwise obtains knowledge thereof;continuing; or
(c) Any representation or warranty made or deemed to be made by the Originator USFS or any of its officers under or in connection with this Agreement any Transaction Document, Monthly Settlement Statement or any other Facility information, statement, record, certificate, document or report delivered pursuant to a Transaction Document shall (i) prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) material respect when made or deemed made (including in each case by omission of information necessary to make such representation, warranty, certificate or delivered;statement not materially misleading) and (ii) continue to be materially false or incorrect until 10 Business Days after the earlier of (A) the date any Responsible Officer of USFS obtains knowledge thereof and (B) the date USFS receives notice of the incorrectness of such representation or warranty from the Company, the Servicer or the Trustee; or
(d) The Purchaser USFS shall cease fail to perform or observe any of the covenants or agreements set forth in Section 5.1 (other than in clauses (b), (c), (e), (i), (k) (o), (t)(iii), (t)(iv) or (v)), 5.2 or 5.3; or
(e) USFS shall fail to perform or observe in any other term, covenant or agreement contained in any Transaction Document on its part to be performed or observed (other than as described in any other paragraph of this Section 6.1) and any such failure shall remain unremedied for a period of 10 Business Days from the earlier of (A) the date any Responsible Officer of USFS obtains knowledge of such failure and (B) the date USFS receives notice thereof from the Company, the Servicer or the Trustee; or
(f) Any Transaction Document to which USFS is a party, or any material provision thereof, shall cease, for any reason, to be in full force and effect, or to be the legally valid, binding and enforceable obligation of, or USSC, or USFS shall so assert in writing, or the Company shall fail to have a valid and perfected first priority ownership or security interest in each Purchased Receivable transferred hereunder the Receivables and the Related SecurityReceivables Property, Collections and subject to no other Transferred Assets Liens or USFS or any Affiliate shall so assert in writing; or
(g) (i) USFS shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect theretoto it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or USFS shall make a general assignment for the benefit of its creditors; or immediately prior (ii) there shall be commenced against USFS any case, proceeding or other action of a nature referred to each Purchase hereunderin clause (i) above which remains undismissed, undischarged or unbonded for a period of 30 days or an order for relief, decree, adjudication or appointment shall occur; (A) results in the Originator entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 30 days; or (iii) there shall cease be commenced against USFS or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof, or (iv) USFS or any of its respective Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) USFS shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(h) USFS has been terminated as Servicer following a Servicer Default with respect to have a valid and perfected first priority ownership interest thereinUSFS under the Servicing Agreement;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur[Intentionally Omitted];
(fj) An Event default by USSC or USFS in the payment of Bankruptcy an Indebtedness equal to or in excess of $25,000,000 or the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed and the lender parties thereto shall occur have caused such Indebtedness to come due prior to its stated maturity;
(k) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against USSC or USFS or any of its properties, revenues or rights which could reasonably be expected to have a Material Adverse Effect with respect to such Person;
(l) one or more judgments for the Originator;payment of money (to the extent not bonded or covered by insurance to the reasonable satisfaction of USFS or its assigns) shall be rendered against USFS or any combination thereof (A) in an aggregate amount greater than $25,000,000 or (B) that, individually or in the aggregate, have resulted or could reasonably be expected to result in a Material Adverse Effect and, in either case, the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of USSC or USFS to enforce any such judgment; or
(i) The Originator there shall have been filed against USSC or USFS a notice of federal tax Lien or Liens with respect to any Significant Subsidiary shall default for a period beyond any applicable grace period (x) amounts in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which aggregate exceeding $5,000,000 from the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness)Internal Revenue Service, and the outstanding amount 40 days shall have elapsed without such notice having been effectively withdrawn or amounts payable under all such Indebtedness under clauses (x) and (y) equals Lien having been released or exceeds $50,000,000 or discharged; (ii) an event any formal step is taken to terminate any Plan, other than a standard 41 termination under Section 4041(b) of default ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or (iii) there shall have occurred and be continuing under an agreement, been filed against USSC or related agreements, under which such Seller a notice of any other Lien the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution existence of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originatorbusiness, operations or financial condition of such Person, and 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(in) Any then, (x) in the case of any Purchase Termination Event with respect to USFS described in paragraph (b)(i) or (g) above, the obligation of the Company to purchase Receivables from USFS shall thereupon automatically terminate without further notice of any kind, which is hereby waived by USFS, (y) in the case of any Purchase Termination Event with respect to USFS described in paragraph (b)(ii) above, the obligation of the Company to purchase Receivables from USFS shall thereupon terminate without notice of any kind, which is hereby waived by USFS, unless both the Company and USFS agree in writing that such event shall not trigger an Early Termination hereunder and (z) in the case of any other Purchase Termination Event with respect to USFS, so long as such Purchase Termination Event shall be continuing, the Company may terminate its obligation to purchase Receivables from USFS by written notice to USFS (any termination with respect to USFS pursuant to clause (x), (y) or (z) of this AgreementSection 6.1 is herein called an "EARLY TERMINATION" with respect to USFS); PROVIDED, HOWEVER, that in the event of an involuntary petition or proceeding as described in paragraphs (g)(ii) and (g)(iii) above, the Loan and Servicing Agreement Company shall not purchase Receivables from USFS until such time, if any, as such involuntary petition or the Subordinated Note shall cease to be in full force and effect or the Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;proceeding has been dismissed.
Appears in 1 contract
Samples: Usfs Receivables Sale Agreement (United Stationers Supply Co)
