Common use of Remedies Upon the Occurrence of a Termination Event Clause in Contracts

Remedies Upon the Occurrence of a Termination Event. (a) If a Termination Event occurs and is continuing, (i) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, by notice to the Transferor, declare a Termination Date to have occurred and all outstanding Tranche Periods to be ended; provided that, in the case of a Termination Event under Section 7.1(a), (b), (c), (e), (f), (h) or (i), the Termination Date shall automatically occur and all Tranche Periods shall be ended, (ii) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, exercise its rights and remedies under the Control Agreement(s) relating to the Collection Account and as otherwise contemplated herein, (iii) the Administrative Agent, on behalf of the Owners, shall accept no further transfers of Receivables, and (iv) the Purchase Limit then in effect shall be reduced to an amount equal to the Aggregate Net Investment at such time. In addition, if a Termination Event occurs and is continuing and, if the Servicer is Xxxxx or any Affiliate thereof at such time, the Administrative Agent shall at the request, or may with the consent, of the Required Owners, terminate Xxxxx or such Affiliate thereof as Servicer hereunder in accordance with Section 6.6. If a Termination Date occurs, then the Administrative Agent (for the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale Agreement and otherwise with respect to Receivables and (ii) under or with respect to the Eligible Interest Rate Caps. In addition, following the occurrence and during the continuance of a Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided herein. (b) Upon the occurrence and during the continuance of a Termination Event, the Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. The Administrative Agent may with the consent, or shall at the direction of the Required Owners, exercise from time to time some or all of the rights and remedies described in the preceding sentence. No failure or delay on the part of any party in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. (c) In addition to any rights and remedies granted to the Administrative Agent pursuant to the terms of this Agreement, following the occurrence and continuance of a Termination Event, the Administrative Agent may appoint an independent auditor of national reputation reasonably acceptable to the Servicer to verify that all prior Monthly Reports delivered under this Agreement have been prepared and delivered in accordance with the terms of this Agreement.

Remedies Upon the Occurrence of a Termination Event. (a) If a Termination Event occurs has occurred and is continuing, (i) the Administrative Agent shall at the request, or may (with the consent, consent of the Required OwnersAPA Banks), or at the direction of the Required APA Banks shall, by notice to the TransferorTransferor and the Collection Agent, declare a the Termination Date to have occurred and all outstanding Tranche Periods to be endedoccurred; provided thatprovided, however, that in the case of a Termination Event under any event described in Section 7.1(a), (b), (c), (e), (f), (h7.1(g) or (i)above, the Termination Date shall be deemed to have occurred automatically occur upon the occurrence of such event. At all times after the declaration or automatic occurrence of the Termination Date pursuant to this Section 7.2(a), the Base Rate plus 2.00% shall be the Tranche Rate applicable to the Net Investment for all existing and future Tranches, and all Tranche Periods Aggregate Unpaids shall be endeddeemed to be immediately due and payable. (b) In addition, if the Termination Date has been declared pursuant to Section 7.2(a), (ii) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, exercise its rights and remedies under the Control Agreement(s) relating to the Collection Account and as otherwise contemplated herein, (iiii) the Administrative Agent, on behalf of the OwnersTransferees, shall accept no further transfers have all of Receivablesthe rights and remedies provided to a secured creditor or a purchaser of accounts under the Relevant UCC and other applicable law in respect thereto, and (ii) the Facility Limit shall be reduced as of each calendar date thereafter equal to the Net Investment as of such date, (iv) the Purchase Limit then in effect Percentage Factor shall be reduced increased to an amount equal to the Aggregate Net Investment at such time. In addition, if a Termination Event occurs 100% and is continuing and, if the Servicer is Xxxxx or any Affiliate thereof at such time, (v) the Administrative Agent shall at the requestAgent, or may with the consent, of the Required Owners, terminate Xxxxx or such Affiliate thereof as Servicer hereunder in accordance with Section 6.6. If a Termination Date occurs, then the Administrative Agent (for the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale Agreement and otherwise with respect to Receivables and (ii) under or with respect to the Eligible Interest Rate Caps. In addition, following the occurrence and during the continuance of a Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided herein. (b) Upon the occurrence and during the continuance of a Termination Event, the Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. The Administrative Agent may with the consent, or shall at the direction of the Required OwnersAPA Banks, exercise from time shall take any other action available to time some or all of the rights and remedies described in the preceding sentence. No failure or delay on the part of any party in exercising any power, right or remedy it under this Agreement shall operate as a waiver thereofand the other Transaction Documents (including, nor shall any single or partial exercise of any such powerbut not limited to, right or remedy preclude any other further exercise thereof or exercising its rights under the exercise of any other power, right or remedyLock-Box Agreements and Article VI hereof). (c) In addition to any rights and remedies granted to the Administrative Agent pursuant to the terms of this Agreement, following the occurrence and continuance of a Termination Event, the Administrative Agent may appoint an independent auditor of national reputation reasonably acceptable to the Servicer to verify that all prior Monthly Reports delivered under this Agreement have been prepared and delivered in accordance with the terms of this Agreement.

Remedies Upon the Occurrence of a Termination Event. (a) If a Termination Event occurs and is continuing, (i) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, by notice to the Transferor, declare a Termination Date to have occurred and all outstanding Tranche Periods to be ended; provided that, in the case of a Termination Event under Section 7.1(a), (b), (c), (e), (f), (h) or (i), the Termination Date shall automatically occur and all Tranche Periods shall be ended, (ii) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, exercise its rights and remedies under the Control Agreement(s) relating to the Collection Account and as otherwise contemplated herein, (iii) the Administrative Agent, on behalf of the Owners, shall accept no further transfers of Receivables, and (iv) the Purchase Limit then in effect shall be reduced to an amount equal to the Aggregate Net Investment at such time. In addition, if a Termination Event occurs and is continuing and, if the Servicer is Xxxxx or any Affiliate thereof at such time, the Administrative Agent shall at the request, or may with the consent, of the Required Owners, T-Mobile (EIP) Third A&R RPAA terminate Xxxxx or such Affiliate thereof as Servicer hereunder in accordance with Section 6.6. If a Termination Date occurs, then the Administrative Agent (for the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale Agreement and otherwise with respect to Receivables and (ii) under or with respect to the Eligible Interest Rate Caps. In addition, following the occurrence and during the continuance of a Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided herein. (b) Upon the occurrence and during the continuance of a Termination Event, the Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. The Administrative Agent may with the consent, or shall at the direction of the Required Owners, exercise from time to time some or all of the rights and remedies described in the preceding sentence. No failure or delay on the part of any party in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. (c) In addition to any rights and remedies granted to the Administrative Agent pursuant to the terms of this Agreement, following the occurrence and continuance of a Termination Event, the Administrative Agent may appoint an independent auditor of national reputation reasonably acceptable to the Servicer to verify that all prior Monthly Reports delivered under this Agreement have been prepared and delivered in accordance with the terms of this Agreement.

Remedies Upon the Occurrence of a Termination Event. (a) If a Termination Event occurs and is continuing, (i) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, by notice to the Transferor, declare a Termination Date to have occurred and all outstanding Tranche Periods to be ended; provided that, in the case of a Termination Event under Section 7.1(a), (b), (c), (e), (f), (h) or (i), the Termination Date shall automatically occur and all Tranche Periods shall be ended, (ii) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, exercise its rights and remedies under the Control Agreement(s) relating to the Collection Account and as otherwise contemplated herein, (iii) the Administrative Agent, on behalf of the Owners, shall accept no further transfers of Receivables, and (iv) the Purchase Limit then in effect shall be reduced to an amount equal to the Aggregate Net Investment at such time. In addition, if a Termination Event occurs and is continuing and, if the Servicer is Xxxxx or any Affiliate thereof at such time, the Administrative Agent shall at the request, or may with the consent, of the Required Owners, terminate Xxxxx or such Affiliate thereof as Servicer hereunder in accordance with Section 6.6. If a Termination Date occurs, then the Administrative Agent (for the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale Agreement and otherwise with respect to Receivables and (ii) under or with respect to the Eligible Interest Rate Caps. In addition, following the occurrence and during the continuance of a Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided herein. (ba) Upon the occurrence and during the continuance of a Termination Event, the Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. The Administrative Agent may with the consent, or shall at the direction of the Required Owners, exercise from time to time some or all of the rights and remedies described in the preceding sentence. No failure or delay on the part of any party in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. (cb) In addition to any rights and remedies granted to the Administrative Agent pursuant to the terms of this Agreement, following the occurrence and continuance of a Termination Event, the Administrative Agent may appoint an independent auditor of national reputation reasonably acceptable to the Servicer to verify that all prior Monthly Reports delivered under this Agreement have been prepared and delivered in accordance with the terms of this Agreement.

Remedies Upon the Occurrence of a Termination Event. (a) If a Termination Event occurs and is continuing, (i) Upon the occurrence of any Termination Event, the Borrower shall deliver notice thereof immediately upon a Responsible Officer of the Borrower obtaining actual knowledge thereof, and the Administrative Agent shall may, or at the request, or may with the consent, direction of the Required OwnersLenders shall, by notice to the TransferorBorrower and the Collection Agent, declare a the Termination Date to have occurred; provided, however, that in the case of any event described in Sections 7.01(e), 7.01(f), and 7.01(j) above, the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event; (ii) Notwithstanding the foregoing, if a Termination Event described in Section 7.01 hereof shall have occurred and all outstanding Tranche Periods if the Borrower or the Collection Agent subsequently cures such Termination Event following the expiration of the cure period described therein, if any, then (A) the Borrower may deliver to be endedthe Administrative Agent a request to waive the Termination Event and (B) the Administrative Agent (in consultation with each Funding Agent) may notify the Borrower of the Lender’s decision to waive such Termination Event or declare the Termination Date to have occurred; provided thatprovided, however, in the case of a Termination Event under described in Section 7.1(a), (b), (c), (e), (f), (h) or (i7.01(a), the Administrative Agent shall notify the Borrower of its decision to declare a Termination Date within three (3) Business Days of receipt of the request from the Borrower; provided further, the foregoing shall automatically occur have no applicability to Termination Events arising as a result of Sections 7.01(e), 7.01(f) and 7.01(j); (iii) At all Tranche Periods times after the declaration or automatic occurrence of the Termination Date pursuant to this Section 7.02(a), the Base Rate plus 1.5% shall be endedthe Tranche Rate applicable to the Outstanding Loans for all existing and future Tranches. If an event or condition shall have occurred which constitutes a Potential Termination Event, the Borrower shall deliver notice thereof immediately upon a Responsible Officer of the Borrower obtaining actual knowledge thereof, and the Administrative Agent may, by notice to the Borrower, declare such event or condition a Potential Termination Event. (b) In addition, if any Termination Event occurs hereunder, (i) the Administration Agent shall promptly notify the Borrower in writing whether it has declared a Termination Date or a Potential Termination Date and whether it will be exercising the remedies specified in this Section 7.02, (ii) the Administrative Agent shall at the requestAgent, or may with the consent, of the Required Owners, exercise its rights and remedies under the Control Agreement(s) relating to the Collection Account and as otherwise contemplated herein, on (iiiA) the Administrative Agent, on behalf of the Owners, shall accept no further transfers of Receivables, and (iv) the Purchase Facility Limit then in effect shall be reduced as of each calendar date thereafter to an amount equal to the Aggregate Net Investment at Outstanding Loans as of such time. In additiondate, if a Termination Event occurs and is continuing and, if (B) the Servicer is Xxxxx or any Affiliate thereof at such time, the Administrative Agent Percentage Factor shall at the request, or may with the consent, of the Required Owners, terminate Xxxxx or such Affiliate thereof as Servicer hereunder in accordance with Section 6.6. If a Termination Date occurs, then the Administrative Agent (for the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale Agreement and otherwise with respect be increased to Receivables 100% and (iiC) under or no Commercial Paper with respect to the Eligible Interest Rate Caps. In addition, following Borrower will thereafter be issued by the occurrence and during the continuance of a Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided herein. (b) Upon the occurrence and during the continuance of a Termination Event, the Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. The Administrative Agent may with the consent, or shall at the direction of the Required Owners, exercise from time to time some or all of the rights and remedies described in the preceding sentence. No failure or delay on the part of any party in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedyCP Conduit Lenders. (c) In addition If a Termination Event shall occur, the Administrative Agent, at the written direction of the Required Lenders, shall (a) deliver notice to the Collection Agent advising the Collection Agent that the Administrative Agent is thereby exercising exclusive control over the Collateral, (b) take possession of the Collateral forthwith or at any rights time thereafter, in which case the Borrower shall marshal and remedies granted deliver the Collateral to the Administrative Agent pursuant to the terms of this Agreement, following the occurrence or its designee at such time and continuance of a Termination Event, place as the Administrative Agent (in consultation with the Funding Agents) may appoint an independent auditor of national reputation reasonably acceptable specify, (c) succeed to the Servicer Borrower’s rights and duties with respect to verify that all prior Monthly Reports delivered under the Collateral, and (d) in compliance with applicable laws, collect, receive, appropriate and realize upon the Collateral, give an option or options to purchase or sell the whole or, from time to time, any part of the Collateral, by private or public sale, in such order or otherwise in such manner and at such prices and on such terms and conditions as the Required Lenders may direct the Administrative Agent in writing. The Administrative Agent and the Lenders shall have, with respect to the Collateral, in addition to any other rights and remedies which may be available to it or them at law or in equity or pursuant to this Agreement have been prepared or any other contract or agreement, all rights and delivered in accordance with remedies of a secured party under any applicable version of the terms Uniform Commercial Code of this Agreementthe relevant jurisdictions relating to the Collateral.

Remedies Upon the Occurrence of a Termination Event. (a) Upon the occurrence of any Termination Event, the Administrative Agent may, or at the direction of the Required Purchaser Groups shall, by notice to the Transferor and the Collection Agent, declare the Termination Date to have occurred, provided, however, that in the case of any event described in Section 8.1(e)(i), 8.1(f), 8.1(h), 8.1(l), or 8.1(q)(i) or 8.1(q)(iii) above, the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event. At all times after the declaration or automatic occurrence of the Termination Date pursuant to Section 8.2(a), (i) the PARCO Base Rate plus 2.00% plus the Applicable Margin shall be the Tranche Rate applicable to the PARCO Net Investment for all existing and future Tranches (ii) the Redwood Yield shall be payable with respect to the Redwood Net Investment and (iii) the Liberty Base Rate plus 2.00% shall be payable with respect to the Liberty Net Investment. If an event or condition shall have occurred which constitutes a Potential Termination Event, the Administrative Agent may, by notice to the Transferor, declare such event or condition a Potential Termination Event. (b) In addition, if any Termination Event or Potential Termination Event occurs and is continuinghereunder, (i) the Administrative Agent shall at promptly notify the request, or may with the consent, of the Required Owners, by notice to the Transferor, declare a Termination Date to have occurred and all outstanding Tranche Periods to be ended; provided that, Transferor in the case of writing whether it has declared a Termination Event under or a Potential Termination Event and whether it will be exercising the remedies specified in this Section 7.1(a), (b), (c), (e), (f), (h) or (i), the Termination Date shall automatically occur and all Tranche Periods shall be ended8.2, (ii) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, exercise its rights and remedies under the Control Agreement(s) relating to the Collection Account and as otherwise contemplated herein, (iii) the Administrative Agent, on behalf of the OwnersFunding Agents, the Initial Purchasers and the PARCO APA Banks, shall accept no further transfers of Receivables, and (iv) the Purchase Limit then in effect shall be reduced to an amount equal to the Aggregate Net Investment at such time. In addition, if a Termination Event occurs and is continuing and, if the Servicer is Xxxxx or any Affiliate thereof at such time, the Administrative Agent shall at the request, or may with the consent, of the Required Owners, terminate Xxxxx or such Affiliate thereof as Servicer hereunder in accordance with Section 6.6. If a Termination Date occurs, then the Administrative Agent (for the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale Agreement and otherwise with respect to Receivables and (ii) under or with respect to the Eligible Interest Rate Caps. In addition, following the occurrence and during the continuance of a Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided herein. (b) Upon the occurrence and during the continuance of a Termination Event, the Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. The Administrative Agent may with the consent, or shall at the direction of the Required Owners, exercise from time to time some or all of the rights and remedies described provided to a secured creditor or a purchaser of accounts under the Relevant UCC by applicable law in respect thereto, (iii) the preceding sentence. No failure or delay on Facility Limit shall be reduced as of each calendar date thereafter to equal the part Aggregate Net Investment as of any party in exercising any powersuch date, right or remedy under this Agreement (iv) each Purchase Limit shall operate be reduced as a waiver thereofof each calendar date thereafter to equal the applicable Net Investment as of such date, nor (v) the Percentage Factor shall any single or partial exercise be increased to 100%, (vi) each Commitment shall be reduced as of any each calendar date thereafter, to equal its Pro Rata Share of 102% of the Aggregate Net Investment as of such powerdate, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. and (cvii) In addition to any rights and remedies granted no Commercial Paper with respect to the Administrative Agent pursuant to Transferor will thereafter be issued by the terms of this Agreement, following the occurrence and continuance of a Termination Event, the Administrative Agent may appoint an independent auditor of national reputation reasonably acceptable to the Servicer to verify that all prior Monthly Reports delivered under this Agreement have been prepared and delivered in accordance with the terms of this AgreementInitial Purchasers.

Remedies Upon the Occurrence of a Termination Event. (a) If a Termination Event occurs and is continuing, (i) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, by notice to the Transferor, declare a Termination Date to have occurred and all outstanding Tranche Periods to be ended; provided that, in the case of a Termination Event under Section 7.1(a), (b), (c), (e), (f), (h) or (i), the Termination Date shall automatically occur and all Tranche Periods shall be ended, (ii) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, exercise its rights and remedies under the Control Agreement(s) relating to the Collection Account and as otherwise contemplated herein, (iii) the Administrative Agent, on behalf of the Owners, shall accept no further transfers of Receivables, and (iv) the Purchase Limit then in effect shall be reduced to an amount equal to the Aggregate Net Investment at such time. In addition, if a Termination Event occurs and is continuing and, if the Servicer is Xxxxx T-Mobile PCS Holdings or any Affiliate thereof at such time, the Administrative Agent shall at the request, or may with the consent, of the Required Owners, terminate Xxxxx T-Mobile PCS Holdings or such Affiliate thereof as Servicer hereunder in accordance with Section 6.6. If a Termination Date occurs, then the Administrative Agent (for the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale and Contribution Agreement and otherwise with respect to Receivables and (ii) under or with respect to the Eligible Interest Rate CapsReceivables. In addition, following the occurrence and during the continuance of a Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided herein. (b) Upon the occurrence and during the continuance of a Termination Event, the Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. The Administrative Agent may with the consent, or shall at the direction of the Required Owners, exercise from time to time some or all of the rights and remedies described in the preceding sentence. No failure or delay on the part of any party in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. (c) In addition to any rights and remedies granted to the Administrative Agent pursuant to the terms of this Agreement, following the occurrence and continuance of a Termination Event, the Administrative Agent may appoint an independent auditor of national reputation reasonably acceptable to the Servicer to verify that all prior Monthly Reports delivered under this Agreement have been prepared and delivered in accordance with the terms of this Agreement.

Remedies Upon the Occurrence of a Termination Event. (a) If a Termination Event occurs and is continuing, (i) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, by notice to the Transferor, declare a Termination Date to have occurred and all outstanding Tranche Periods to be ended; provided that, in the case of a Termination Event under Section 7.1(a), (b), (c), (e), (f), (h) or (i), the Termination Date shall automatically occur and all Tranche Periods shall be ended, (ii) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, exercise its rights and remedies under the Control Agreement(s) relating to the Collection Account and as otherwise contemplated herein, (iii) the Administrative Agent, on behalf of the Owners, shall accept no further transfers of Receivables, and (iv) the Purchase Limit then in effect shall be reduced to an amount equal to the Aggregate Net Investment at such time. In 736942168 19632398738387080 addition, if a Termination Event occurs and is continuing and, if the Servicer is Xxxxx or any Affiliate thereof at such time, the Administrative Agent shall at the request, or may with the consent, of the Required Owners, terminate Xxxxx or such Affiliate thereof as Servicer hereunder in accordance with Section 6.6. If a Termination Date occurs, then the Administrative Agent (for the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale Agreement and otherwise with respect to Receivables and (ii) under or with respect to the Eligible Interest Rate Caps. In addition, following the occurrence and during the continuance of a Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided herein. (b) Upon the occurrence and during the continuance of a Termination Event, the Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. The Administrative Agent may with the consent, or shall at the direction of the Required Owners, exercise from time to time some or all of the rights and remedies described in the preceding sentence. No failure or delay on the part of any party in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. (c) In addition to any rights and remedies granted to the Administrative Agent pursuant to the terms of this Agreement, following the occurrence and continuance of a Termination Event, the Administrative Agent may appoint an independent auditor of national reputation reasonably acceptable to the Servicer to verify that all prior Monthly Reports delivered under this Agreement have been prepared and delivered in accordance with the terms of this Agreement.

Remedies Upon the Occurrence of a Termination Event. (a) If a Upon the occurrence of any Termination Event occurs Event, the Funding Agent may, and is continuingshall, at the direction of the Required APA Banks, by notice to the Transferor and the Collection Agent, declare the Termination Date to have occurred; provided, however, that in the case of any event described in Section 7.1(e), 7.1(f), 7.1(j) and 7.1(n) above, the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event. At all times after the declaration or automatic occurrence of the Termination Date pursuant to this Section 7.2(a), the Funding Agent may, and shall, at the direction of the Required APA Banks, declare all outstanding Tranches to be ended and designate the Base Rate plus (i) for the Administrative period prior to the occurrence of a Redwood Insurance Draw, 2.00% and (ii) for the period on and after the occurrence of a Redwood Insurance Draw, 3.00% as the Tranche Rate applicable to the Net Investment. If an event or condition shall have occurred which constitutes a Potential Termination Event, the Funding Agent shall may, and shall, at the request, or may with the consent, direction of the Required OwnersAPA Banks, by notice to the Transferor, declare such event or condition a Termination Date to have occurred and all outstanding Tranche Periods to be ended; provided that, in the case of a Termination Event under Section 7.1(a), (b), (c), (e), (f), (h) or (i), the Termination Date shall automatically occur and all Tranche Periods shall be ended, (ii) the Administrative Agent shall at the request, or may with the consent, of the Required Owners, exercise its rights and remedies under the Control Agreement(s) relating to the Collection Account and as otherwise contemplated herein, (iii) the Administrative Agent, on behalf of the Owners, shall accept no further transfers of Receivables, and (iv) the Purchase Limit then in effect shall be reduced to an amount equal to the Aggregate Net Investment at such time. In addition, if a Termination Event occurs and is continuing and, if the Servicer is Xxxxx or any Affiliate thereof at such time, the Administrative Agent shall at the request, or may with the consent, of the Required Owners, terminate Xxxxx or such Affiliate thereof as Servicer hereunder in accordance with Section 6.6. If a Termination Date occurs, then the Administrative Agent (for the benefit of the Owners) shall have all rights of the Transferor (i) as “Purchaser” under the Sale Agreement and otherwise with respect to Receivables and (ii) under or with respect to the Eligible Interest Rate Caps. In addition, following the occurrence and during the continuance of a Potential Termination Event, each Owner shall fund its Net Investment at the Default Rate as provided herein. (b) Upon In addition, if any Termination Event occurs hereunder, (i) the occurrence and during the continuance of a Termination Event, the Administrative Agent (for the benefit of the Owners) shall have, in addition to all rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and under other applicable laws, which rights shall be cumulative. The Administrative Funding Agent may with the consentand shall, or shall at the direction of the Required OwnersAPA Banks, exercise from time to time some promptly notify the Transferor in writing whether it has declared a Termination Event or a Potential Termination Event and whether it will be exercising the remedies specified in this Section 7.2, (ii) the Funding Agent, as agent for the Transferees, shall have all of the rights and remedies described provided to a secured creditor or a purchaser of accounts under the Relevant UCC by applicable law in respect thereto, (iii) the preceding sentence. No failure or delay on the part Facility Limit shall be reduced as of any party in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. (c) In addition to any rights and remedies granted each calendar date thereafter equal to the Administrative Agent pursuant Net Investment as of such date, (iv) each Transferee Group's Transferee Group Limit shall be reduced as of each calendar date thereafter equal to such Transferee Group's Transferee Group Net Investment as of such date, (v) the terms of this AgreementPercentage Factor shall be increased to 100%, following (vi) the occurrence Redwood Termination Date shall be deemed to have automatically occurred and continuance of (vii) a PARCO Termination Event, the Administrative Agent may appoint an independent auditor of national reputation reasonably acceptable Date shall be deemed to the Servicer to verify that all prior Monthly Reports delivered under this Agreement have been prepared and delivered in accordance with the terms of this Agreementautomatically occurred.