Common use of Sale Termination Events Clause in Contracts

Sale Termination Events. If any of the following events (each, a “Sale Termination Event”) shall occur and be continuing: (a) the Purchaser or any Xxxxxxxxx Investor shall fail to make any payment to be made by it hereunder within two (2) Business Days after the same became due and payable; (b) the Purchaser or any Xxxxxxxxx Guarantor shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the actions set forth above in this subsection (b) or the Purchaser or any Xxxxxxxxx Guarantor shall be the subject of an Event of Bankruptcy; (c) any material default by an Xxxxxxxxx Guarantor in its obligations under the applicable Xxxxxxxxx Guaranty or Xxxxxxxxx-GS Guaranty; or (d) the Purchaser or any Xxxxxxxxx Investor shall assign, transfer or sell, or attempt to sell, transfer or sell, any Contracts, Related Rights or Receivables in violation of Section 2.7; then, and in any such event, the Seller may, by notice to the Purchaser, declare its obligation to sell Contracts and Related Rights to the Purchaser to be terminated, whereupon such obligation and the Purchaser’s obligation to purchase any Contracts and Related Rights shall forthwith be terminated; provided, however, that in the case of any event described in subsection (b) above, such termination shall automatically occur upon the happening of such event. No termination under this Section 7.3 of the Seller’s obligation to sell Contracts and Related Rights shall affect the then-existing obligations of the Seller hereunder or its right to pursue any remedies against the Purchaser for any such termination.

Sale Termination Events. If any Each of the following events (each, or occurrences described in this SECTION 9.1 shall constitute a “Sale Termination Event”) shall occur and be continuing"SALE TERMINATION EVENT": (ai) the Purchaser The Master Servicer (if Standard or any Xxxxxxxxx Investor of its Affiliates) shall fail to perform or observe any term, covenant or agreement under this Agreement and such failure shall remain unremedied for five (5) Business Days (except in the case of any failure to deliver the Information Package, in which case, such failure shall remain unremedied for (b) Any Originator and Servicer shall fail to make any payment required under this Agreement; or (c) Any representation or warranty made or deemed to be made by it hereunder within two any Originator and Servicer (2or any of its officers) Business Days pursuant to this Agreement or any other information or report delivered by such Originator and Servicer or the Master Servicer pursuant to this Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and which continues to be incorrect or untrue in any material respect for a period of 15 days after the date on which notice of such inaccuracy, requiring the same became due and payable; (b) to be remedied, shall have been given to such Originator or Servicer by the Purchaser or any Xxxxxxxxx Guarantor shall generally not pay its debts as such debts become dueAdministrator, or shall admit in writing its inability to pay its debts generally, shall make after the date a general assignment for the benefit Responsible Manager of creditors, such Originator or shall take any corporate action to authorize any of the actions set forth above in this subsection (b) or the Purchaser or any Xxxxxxxxx Guarantor shall be the subject of an Event of Bankruptcy; (c) any material default by an Xxxxxxxxx Guarantor in its obligations under the applicable Xxxxxxxxx Guaranty or Xxxxxxxxx-GS GuarantyServicer has actual knowledge thereof; or (d) Any Originator and Servicer shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for fifteen (15) Business Days after the earlier of (i) written notice thereof shall have been given by the Initial Purchaser, the Administrator or the Relationship Bank to the applicable Originator and Servicer and (ii) a Responsible Manager of such Originator and Servicer has actual knowledge thereof; or (e) This Agreement shall for any reason (other than pursuant to the terms thereof) cease to create in favor of the Initial Purchaser or any Xxxxxxxxx Investor shall assign, transfer or sell, or attempt to sell, transfer or sell, any Contracts, Related Rights or Receivables a valid and enforceable perfected ownership interest in violation of Section 2.7; theneach Receivable, and the Related Assets, free and clear of any Adverse Claim (other than an Adverse Claim in any such event, the Seller may, by notice to favor of the Purchaser, declare its obligation ); or (f) An Event of Bankruptcy shall occur with respect to sell Contracts and Related Rights to the Purchaser to be terminated, whereupon such obligation and the Purchaser’s obligation to purchase any Contracts and Related Rights Originator; or (g) A Liquidation Event shall forthwith be terminated; provided, however, that in the case of any event described in subsection (b) above, such termination shall automatically occur upon the happening of such event. No termination under this Section 7.3 of the Seller’s obligation to sell Contracts and Related Rights shall affect the then-existing obligations of the Seller hereunder or its right to pursue any remedies against the Purchaser for any such terminationhave occurred.