Common use of TERMINABILITY Clause in Contracts

TERMINABILITY. This Agreement may be terminated by (i) Seller (a) upon 30 days' written notice to Buyer upon payment to Buyer of the Termination Fee and (b) upon Buyer's unreasonable failure to approve a replacement facility (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee) and (ii) Buyer upon 30 days' notice from Buyer to Seller upon the occurrence of the event set forth in Section 3(b)(20) or 3(b)(21) (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee), except that this Agreement shall, notwithstanding termination, remain applicable to any Transaction then outstanding. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of Seller under Section 14 and under this Section 20 with respect to the payment of the Termination Fee shall survive the termination of this Agreement.

TERMINABILITY. This Except as set forth below, this Agreement may be terminated by (i) Seller (a) by Seller upon 30 days' giving written notice to Buyer upon payment to Buyer of the Termination Fee and (b) upon Buyer's unreasonable failure to approve a replacement facility (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee) and (ii) by Buyer upon 30 days' notice from Buyer to Seller upon the occurrence of the any event set forth in Section 3(b)(203(b)(10) or 3(b)(21) (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee), except that this Agreement shall, notwithstanding terminationsuch notice, remain applicable to any Transaction then outstanding; provided that the Repurchase Date for any such Transaction outstanding shall be the earlier to occur of the original Repurchase Date pursuant to the applicable Confirmation and (ii) 20 days from the date of such notice of termination. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of Seller under Section 14 and under this Section 20 with respect to the payment of the Termination Fee shall survive the termination of this Agreement.

TERMINABILITY. This Except as set forth below, this Agreement may be terminated by (i) Seller (a) by Seller upon 30 days' giving written notice to Buyer upon and payment to Buyer of the Termination Fee Minimum Pricing Amount pursuant to Section 3(p) and (b) upon Buyer's unreasonable failure to approve a replacement facility (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee) and (ii) by Buyer upon 30 days' notice from Buyer to Seller upon the occurrence of the any event set forth in Section 3(b)(203(b)(10) or 3(b)(21) (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee), except that this Agreement shall, notwithstanding terminationsuch notice, remain applicable to any Transaction then outstanding; provided that the Repurchase Date for any such Transaction outstanding shall be the earlier to occur of the original Repurchase Date pursuant to the applicable Confirmation and (ii) 20 days from the date of such notice of termination. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of Seller under Section 14 and under this Section 20 with respect to the payment of the Termination Fee shall survive the termination of this Agreement.

TERMINABILITY. Except as set forth below, this Agreement may not be terminated. This Agreement may be terminated by (i) Seller (a) upon 30 days' written notice to Buyer upon payment Buyer; provided Seller shall pay to Buyer of the Termination Fee and (b) upon Buyer's unreasonable failure to approve a replacement facility (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee) and (ii) Buyer upon 30 days' notice from Buyer to Seller upon the occurrence of the event set forth in Section 3(b)(20) or 3(b)(21) (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee), except that this Agreement shall, notwithstanding terminationsuch notice, remain applicable to any Transaction then outstanding. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of Seller under Section 14 and under this Section 20 with respect to the payment of the Termination Fee shall survive the termination of this Agreement.

TERMINABILITY. This Except as set forth below, this Agreement may be terminated by (i) the Seller (a) upon 30 days' giving written notice to the Buyer upon and payment to Buyer of the Termination Fee and (b) upon Buyer's unreasonable failure to approve a replacement facility (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee) and (ii) Buyer upon 30 days' notice from Buyer to Seller upon the occurrence of the event set forth in Section 3(b)(20) or 3(b)(21) (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee), Minimum Pricing Amount except that this Agreement shall, notwithstanding terminationsuch notice, remain applicable to any Transaction then outstanding; provided that the Repurchase Date for any such Transaction outstanding shall be the earlier to occur of (i) the original Repurchase Date pursuant to the applicable Confirmation and (ii) 20 days from the date of such notice of termination. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and the Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that the Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of the Seller under Section 14 and under this Section 20 with respect to the payment of the Termination Fee shall survive the termination of this Agreement.

TERMINABILITY. This Agreement may be terminated by (i) Seller (a) upon giving 30 days' days written notice to Buyer upon payment to Buyer of the Termination Fee and (b) upon Buyer's unreasonable failure to approve a replacement facility (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee) and (ii) Buyer upon 30 days' notice from Buyer to Seller upon the occurrence of the event set forth in Section 3(b)(20) or 3(b)(21) (in which case such termination shall not cause Seller to incur any Non-Use Fee or Termination Fee), except that this Agreement shall, notwithstanding terminationsuch notice, remain applicable to any Transaction then outstanding. In addition, upon (i) any of the events specified in Section 3(b)(12) or (ii) any default by either Seller under any of the Existing Financing Facilities, at the option of Buyer, exercised by written notice to Seller, Buyer may terminate this Agreement and the Repurchase Date for each Transaction hereunder, if it has not already occurred, (x) if such termination was caused due to events described in clause (i) above, shall occur 30 days following such written notice, and (y) with respect to events described in clause (ii) above, shall be deemed immediately to occur. Each representation and warranty made or deemed to be made by entering into a Transaction, herein or pursuant hereto shall survive the making of such representation and warranty, and Buyer shall not be deemed to have waived any Default that may arise because any such representation or warranty shall have proved to be false or misleading, notwithstanding that Buyer may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time the Transaction was made. Notwithstanding any such termination or the occurrence of an Event of Default, all of the representations and warranties and covenants hereunder shall continue and survive. The obligations of Seller under Section 14 and under this Section 20 with respect to the payment of the Termination Fee shall survive the termination of this Agreement.