Termination and Amortization Events. The occurrence of any one or more of the following events shall constitute a Termination and Amortization Event: (a) any representation or warranty made by AmeriCredit or AMTN in this Agreement, the Master Receivables Purchase Agreement (other than the representations and warranties relating to the Receivables) or in any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed made, or AmeriCredit or AMTN shall fail to perform any covenant in this Agreement or any other Transaction Document; or (b) AmeriCredit or AMTN shall fail to make any payment or deposit to be made by it hereunder or under the Note Purchase Agreement, the Servicing and Custodian Agreement or the Insurance Agreement when due hereunder or thereunder; or (c) any Event of Bankruptcy shall occur with respect to the Debtor, AmeriCredit or AMTN; or (d) an "Event of Default" shall have occurred and be continuing under the Insurance Agreement; or (e) the Debtor shall at any time not be in compliance with the requirements of Section 5.3 hereof and such noncompliance shall continue for five (5) days; or (f) any event of default by the Debtor under the Hedge Agreement, as defined by the ISDA guidelines with respect to the related hedge type; or (g) the long-term debt rating of any hedge counterparty under a Hedge Agreement is either A-/A3 or below or withdrawn or suspended (unless a new hedge counterparty reasonably acceptable to the Note Insurer replaces such hedge counterparty within 10 business days or Collateral acceptable to the Note Insurer is transferred by the hedge counterparty to the Debtor pursuant to a Collateral Agreement (as defined in the Hedge Agreement) within 10 business days); or (h) the Collateral Agent, on behalf of the Secured Parties, shall, for any reason, fail to have a valid and perfected security interest in the Collateral, including, without limitation, the Receivables and Related Security and Collections with respect thereto, free and clear of any Adverse Claim; or (i) there shall have occurred any material adverse change in the operations of AmeriCredit since the Closing Date which materially adversely affects AmeriCredit's ability to service the Receivables or to perform under the Servicing Agreement (or any other agreement pursuant to which it is then servicing the Receivables), the Insurance Agreement, the Master Receivables Purchase Agreement or any other Transaction Document; or (j) a final judgment for the payment of money in excess of $10,000,000 shall have been rendered against AmeriCredit or AMTN by a court of competent jurisdiction and AmeriCredit or AMTN shall not have either (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supercedes or otherwise) pending such appeal or (ii) AmeriCredit or AMTN shall have made payments of amounts in excess of $15,000,000 in settlement of any litigation unless covered by insurance; or (k) a claim shall have been made under the Note Policy; or (l) during the Revolving Period only, a Yield Supplement Account Shortfall exists, and continues for a period of five (5) Business Days; or (m) a Reserve Account Shortfall exists at the close of business on any Delivery Date, and remains uncured at the close of business on the fifth (5th) Business Day following such Delivery Date; or (n) an unwaived event of default by AmeriCredit or AMTN which continues for 10 or more days under any material agreement for borrowed money exceeding $5,000,000 to which any such Person is a party; or the default by the Debtor, AmeriCredit, AMTN or any Subsidiary of the Debtor or AmeriCredit in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the Debtor, AmeriCredit, AMTN or any Subsidiary of the Debtor, AmeriCredit or AMTN greater than such respective amounts was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Indebtedness owing by the Debtor, AmeriCredit, AMTN or any Subsidiary of the Debtor, AmeriCredit or AMTN greater than such respective amounts shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (o) the Portfolio Delinquency Ratio averaged for the three most recent Determination Dates shall exceed 5.50%; or (p) the Portfolio Net Loss Ratio for any Determination Date shall exceed 8.00%; or (q) the Portfolio Repossession Ratio, as measured on a 3-month rolling average basis, is greater than 1.5%; or (r) the Cumulative Net Loss Ratio exceeds the amount specified for the related Determination Date in Exhibit M hereto; or (s) the weighted average AmeriCredit Score for all Receivables shall at any time be less than 220 or more than 5.00% of the Receivables shall have an AmeriCredit Score below 200; or (t) the average Monthly Extension Ratios for the three most recent Determination Dates shall exceed 2.50%; or (u) the weighted average remaining maturity of the Receivables shall exceed 65 months; or (v) during the Revolving Period only, the Net Investment exceeds the Borrowing Base, for five (5) consecutive days following any Borrowing Base Determination Date; or (w) a Net Spread Deficiency exists, and such deficiency continues for a period of more than five (5) Business Days; or (x) the Tangible Net Worth of AmeriCredit Corp. shall be less than $600,000,000 for any period of twenty (20) consecutive days; or (y) the ratio of AmeriCredit Corp.'s Securitization Assets to its Tangible Net Worth exceeds 2.5x; or (z) the ratio (on a rolling two quarter average basis) of AmeriCredit Corp.'s Adjusted EBITDA for the two most recent financial quarters to its Interest Expense for the two most recent financial quarters shall be less than 1.2x; or (aa) the Servicer or the Note Insurer shall have been informed in writing by either Rating Agency that the risk covered by the Note Policy shall no longer carry a shadow rating of at least BBB from S&P or Baa2 from Xxxxx'x and the failure to maintain either such shadow rating shall continue for a period of five (5) days from the date that such notice is provided; or (bb) one or more courts of competent jurisdiction have issued final, non-appealable orders to the effect that the Collateral Agent is not the secured party with respect to Financed Vehicles financed under Receivables with an Aggregate Outstanding Balance (i.e., as of the date upon which such Receivables were originated), equal to 5.00% or more of the Aggregate Outstanding Balance of all Receivables owned by the Debtor; or (cc) AmeriCredit shall enter into any transaction or merger whereby it is not the surviving entity (other than internal re-organization), or AMTN or the Debtor shall enter into any merger regardless of the surviving entity; or (dd) the periodic due diligence by the Note Insurer (or its designee) as permitted by the Transaction Documents, reveals that Receivables representing more than 10% of the sample reviewed (which sample must be of a reasonably statistically significant size) displays material non-compliance with the standards described in the Credit and Collection Policy; or (ee) except as permitted by the transaction documents, any assignment by AmeriCredit of its rights and obligations under the Transaction Documents without the prior written consent of the Note Insurer; or (ff) the Trust becomes an "investment company" within the meaning of the Investment Company Act of 1940; or (gg) AMTN fails to repurchase Receivables in connection with a breach of representation or warranty relating to the Receivables or due to an incomplete or defective Receivable File, or as a result of the related Lien Certificate not having been received by the Custodian by the 181st day following the origination date of the related Receivable; or (hh) AmeriCredit is removed as servicer or is provided with notice of servicer non-renewal on any outstanding term asset-backed transaction; or (ii) Eligible Receivables averaging less than 50% of the Eligible Collateral during any calendar quarter, commencing with the first quarter of 2001; or (jj) more than 30% of the Eligible Receivables held as Collateral have Contracts which provide for 72 monthly payments; or (kk) the Weighted Average AmeriCredit Score for all of the Eligible Receivables held as Collateral which have Contracts which provide for 72 monthly payments is less than 230; or (ll) a Servicer Termination Event occurs. In addition to the Termination and Amortization Events listed above, the following Termination and Amortization Events apply only during the Regular Amortization Period and only with respect to the Regular Amortization Receivables Pool: (a) on any Determination Date, the Regular Amortization Period Cumulative Net Loss Ratio exceeds the amount (based on weighted average pool seasoning in months) specified for the related Determination Date in Exhibit M hereto; or (b) on any Determination Date during the Regular Amortization Period, the Delinquency Ratio, averaged for the 3 most recent Determination Dates, exceeds the level specified for such Determination Date in Exhibit N hereto; or (c) on any Determination Date during the Regular Amortization Period, the Default Ratio exceeds the level specified for such Determination Date in Exhibit O hereto; or (i) on any of the sixth through eighth Determination Dates during the Regular Amortization Period, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 9%; (ii) on any of the ninth through twelfth Determination Dates during the Regular Amortization Period, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 10%; (i) on any Determination Dates during the Regular Amortization Period thereafter, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 11%.
Appears in 1 contract
Termination and Amortization Events. The occurrence of any one or more of the following events shall constitute a Termination and Amortization Event:
(a) any representation or warranty made by AmeriCredit or AMTN AMC in this Agreement, the Master Receivables Purchase Agreement (other than the representations and warranties relating to the Receivables) or in any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed made, or AmeriCredit or AMTN AMC shall fail to perform any covenant in this Agreement or any other Transaction Document; or
(b) AmeriCredit or AMTN AMC shall fail to make any payment or deposit to be made by it hereunder or under the Note Purchase Agreement, the Servicing and Custodian Agreement or the Insurance Agreement when due hereunder or thereunder; or
(c) any Event of Bankruptcy shall occur with respect to the Debtor, AmeriCredit or AMTNAMC; or
(d) an "“Event of Default" ” shall have occurred and be continuing under the Insurance Agreement; or
(e) the Debtor shall at any time not be in compliance with the requirements of Section 5.3 hereof and such noncompliance shall continue for five (5) days; or
(f) any event of default by the Debtor under the Hedge Agreement, as defined by the ISDA guidelines with respect to the related hedge type; or
(g) the long-term debt rating of any hedge counterparty under a Hedge Agreement is either A-/A3 “A-”/”A3” or below or withdrawn or suspended (unless a new hedge counterparty reasonably acceptable to the Note Insurer replaces such hedge counterparty within 10 business days ten (10) Business Days or Collateral acceptable to the Note Insurer is transferred by the hedge counterparty to the Debtor pursuant to a Collateral Agreement (as defined in the Hedge Agreement) within 10 business daysten (10) Business Days); or
(h) the Collateral Agent, on behalf of the Secured Parties, shall, for any reason, fail to have a valid and perfected security interest in the Collateral, including, without limitation, the Receivables and Related Security and Collections with respect thereto, free and clear of any Adverse Claim; or
(i) there shall have occurred any material adverse change in the operations of AmeriCredit since the Closing Date which materially adversely affects AmeriCredit's ability to service the Receivables or to perform under the Servicing Agreement (or any other agreement pursuant to which it is then servicing the Receivables), the Insurance Agreement, the Master Receivables Purchase Agreement or any other Transaction Document; or
(j1) a final judgment for the payment of money in excess of $10,000,000 shall have been rendered against AmeriCredit or AMTN AMC by a court of competent jurisdiction and AmeriCredit or AMTN AMC shall not have either (1A) discharged or provided for the discharge of such judgment in accordance with its terms, or (2B) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supercedes supersedeas or otherwise) pending such appeal or (ii2) AmeriCredit or AMTN AMC shall have made payments of amounts in excess of $15,000,000 25,000,000 in settlement of any litigation unless covered by insurance; or
(kj) a claim shall have been made under the Note Policy; or
(lk) during the Revolving Period only, a Yield Supplement Account Shortfall exists, and continues for a period of five (5) Business Days; or
(ml) a either (1) an amount less than the related Reserve Account Shortfall exists at Deposit Amount is deposited to the close of business Reserve Account with respect to any Receivables Delivery on any a Delivery Date, Date and remains uncured at the entire Reserve Account Deposit Amount has not been deposited therein by the close of business on the fifth (5th) Business Day following such Delivery Dateor (2) any amount is withdrawn from the Reserve Account pursuant to Section 2.3(b) and the amount of such withdrawal has not been redeposited to the Reserve Account by the close of business on the fifth (5th) Business Day following the date of the initial withdrawal; or
(nm) an unwaived event of default by AmeriCredit or AMTN AMC which continues for 10 ten (10) or more days under any material agreement for borrowed money exceeding $5,000,000 to which any such Person is a party; or the default by the Debtor, AmeriCredit, AMTN AMC or any Subsidiary of the Debtor or AmeriCredit in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the Debtor, AmeriCredit, AMTN AMC or any Subsidiary of the Debtor, AmeriCredit or AMTN AMC greater than such respective amounts was created or is governed, regardless of whether such event is an "“event of default" ” or "“default" ” under any such agreement; or any Indebtedness owing by the Debtor, AmeriCredit, AMTN AMC or any Subsidiary of the Debtor, AmeriCredit or AMTN AMC greater than such respective amounts shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or
(on) the Portfolio Delinquency Ratio averaged for the three most recent Determination Dates shall exceed 5.50%; or
(po) the Portfolio Net Loss Ratio for any Determination Date shall exceed 8.00(i) 9.00% or (ii) if the credit enhancement associated with any public asset-backed securitization sponsored by AmeriCredit that closes on or after October 1, 2004 decreases to an amount below 18%, 8.50%; or
(qp) the Portfolio Repossession Ratio, as measured on a 3-month rolling average basis, basis is greater than 1.5%; or
(rq) the Cumulative Net Loss Ratio exceeds the amount specified for the related Determination Date in Exhibit M hereto; or
(sr) the weighted average AmeriCredit Score for all Receivables shall at any time be less than 220 225 or more than 5.003.50% of the Receivables shall have an AmeriCredit Score below 200; or
(ts) the average Monthly Extension Ratios for the three most recent Determination Dates shall exceed 2.50%; or
(ut) the weighted average remaining maturity of the Receivables shall exceed 65 months; or
(vu) during the Revolving Period only, the Net Investment exceeds the Borrowing Base, for five (5) consecutive days following any Borrowing Base Determination Date; or
(wv) a Net Spread Deficiency exists, and such deficiency continues for a period of more than five (5) Business Days; or
(xi) the Tangible Net Worth of AmeriCredit Corp. shall be less than the sum of (a) $600,000,000 1,700,000,000 and (b) 75% of the cumulative positive net income (without deduction for negative net income) of AmeriCredit Corp. for each fiscal quarter having been completed since June 30, 2003, as reported in each annual report on Form 10-K and periodic report on Form 10-Q filed by AmeriCredit Corp. with the Commission less (c) the amount of any period stock repurchase, (ii) the Tangible Net Worth of twenty AmeriCredit Corp. shall be less than the sum of (20a) consecutive days$1,600,000,000 and (b) 75% of the cumulative positive net income (without deduction for negative net income) of AmeriCredit Corp. for each fiscal quarter having been completed since June 30, 2003, as reported in each annual report on Form 10-K and periodic report on Form 10-Q filed by AmeriCredit Corp. with the Commission, or (iii) upon the completion of any stock repurchase by AmeriCredit Corp., AmeriCredit Corp. shall have a Corporate Liquidity Pool of less than $200,000,000; or
(yx) the ratio average of the ratios of AmeriCredit Corp.'s Securitization Assets ’s EBITDA to its Tangible Net Worth exceeds 2.5x; or
(z) the ratio (on a rolling two quarter average basis) of AmeriCredit Corp.'s Adjusted EBITDA for the two most recent financial quarters to its Interest Expense for the two most recent financial quarters ended September 30, 2004 and any two consecutive financial quarters thereafter shall be less than 1.2x; or
(aay) the Servicer or the Note Insurer shall have been informed in writing by either Rating Agency that the risk covered by the Note Policy shall no longer carry a shadow rating of at least BBB “BBB” from S&P or Baa2 “Baa2” from Xxxxx'x and Moody’s, the failure to maintain either such shadow rating shall continue for a period of five fifteen (515) days from the date that such notice is provided, and MBIA, in its sole discretion, shall have delivered written notice to the Servicer and the Collateral Agent declaring such downgrade to be a Termination and Amortization Event; or
(bbz) one or more courts of competent jurisdiction have issued final, non-appealable orders to the effect that the Collateral Agent is not the secured party with respect to Financed Vehicles financed under Receivables with an Aggregate Outstanding Balance (i.e., as of the date upon which such Receivables were originated), equal to 5.00% or more of the Aggregate Outstanding Balance of all Receivables owned by the Debtor; or
(ccaa) AmeriCredit shall enter into any transaction or merger whereby it is not the surviving entity (other than internal re-organization), or AMTN AMC or the Debtor shall enter into any merger regardless of the surviving entity; or
(ddbb) the periodic due diligence by the Note Insurer (or its designee) as permitted by the Transaction Documents, reveals that Receivables representing more than 10% of the sample reviewed (which sample must be of a reasonably statistically significant size) displays material non-compliance with the standards described in the Credit and Collection Policy; or
(eecc) except as permitted by the transaction documents, any assignment by AmeriCredit of its rights and obligations under the Transaction Documents without the prior written consent of the Note Insurer; or
(ffdd) the Trust becomes an "“investment company" ” within the meaning of the Investment Company Act of 1940; or
(ggee) AMTN AMC fails to repurchase Receivables in connection with a breach of representation or warranty relating to the Receivables or due to an incomplete or defective Receivable File, or as a result of either (I) an amount in excess of 0.50% of the related Lien Certificate Certificates not having been received by the Custodian by the 181st day following the origination date of the related Receivable or (II) a Lien Certificate not having been received by the Custodian by the 240th day following the origination date of the related Receivable; or
(hhff) AmeriCredit is removed as servicer or is provided with notice of servicer non-renewal or non-extension on any outstanding term asset-backed transactiontransaction or pursuant to the Master Warehouse Facility Servicing Agreement; or
(iigg) Eligible Receivables averaging less than 50% of the Eligible Collateral during any calendar quarter, commencing with the first quarter of 2001; or
(jj) more than 30% of the Eligible Receivables held as Collateral that have Contracts which that provided for 72 monthly payments is greater than (I) 40% or (II) if the concentration limitation for Contracts that provide for 72 monthly paymentspayments set forth for the Receivables Pool related to the most recent securitization prior to any date of determination is less than 40% then such concentration limitation, but no less than 30% and, in any such condition shall continue for five Business Days; or
(kkhh) the Weighted Average AmeriCredit Score for all of the Eligible Receivables held as Collateral which have Contracts which provide for 72 monthly payments is (I) less than 235 or (II) if 30% or less of the Contracts provide for 72 monthly payments, less than 230; or
(llii) an Overcollateralization Shortfall exists for thirty (30) consecutive days; or
(jj) the GAAP Portfolio Net Loss Ratio for any Determination Date shall exceed (i) 9.00% or (ii) if the credit enhancement associated with any public asset-backed securitization sponsored by AmeriCredit that closes on or after October 1, 2004 decreases to an amount below 18%, 8.50%;
(kk) a Servicer Termination Event occurs; or
(ll) The portion of AmeriCredit’s total committed and in good standing warehouse facilities that is insured by the Note Insurer exceeds 40%. In addition to the Termination and Amortization Events listed above, the following Termination and Amortization Events apply only during the Regular Amortization Period and only with respect to the Regular Amortization Receivables Pool:
(a) on any Determination Date, the Regular Amortization Period Cumulative Net Loss Ratio exceeds the amount (based on weighted average pool seasoning in months) specified for the related Determination Date in Exhibit M hereto; or
(b) on any Determination Date during the Regular Amortization Period, the Delinquency Ratio, averaged for the 3 most recent Determination Dates, exceeds the level specified for such Determination Date in Exhibit N hereto; or
(c) on any Determination Date during the Regular Amortization Period, the Default Ratio exceeds the level specified for such Determination Date in Exhibit O hereto; or
(d) (i) on any of the sixth seventh through eighth Determination Dates during the Regular Amortization Period, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 9%; (ii) on any of the ninth through twelfth thirteenth Determination Dates during the Regular Amortization Period, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 10%; or (iii) on any Determination Dates during the Regular Amortization Period thereafter, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 11%.
Appears in 1 contract
Termination and Amortization Events. The occurrence of any one or more of the following events shall constitute a Termination and Amortization Event:
(a) any representation or warranty made by AmeriCredit or AMTN AMC in this Agreement, the Master Receivables Purchase Agreement (other than the representations and warranties relating to the Receivables) or in any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed made, or AmeriCredit or AMTN AMC shall fail to perform any covenant in this Agreement or any other Transaction Document; or
(b) AmeriCredit or AMTN AMC shall fail to make any payment or deposit to be made by it hereunder or under the Note Purchase Agreement, the Servicing and Custodian Agreement or the Insurance Agreement when due hereunder or thereunder; or
(c) any Event of Bankruptcy shall occur with respect to the Debtor, AmeriCredit or AMTNAMC; or
(d) an "“Event of Default" ” shall have occurred and be continuing under the Insurance Agreement; or
(e) the Debtor shall at any time not be in compliance with the requirements of Section 5.3 hereof and such noncompliance shall continue for five (5) days; or
(f) any event of default by the Debtor under the Hedge Agreement, as defined by the ISDA guidelines with respect to the related hedge type; or
(g) the long-term debt rating of any hedge counterparty under a Hedge Agreement is either A-/A3 “A-”/”A3” or below or withdrawn or suspended (unless a new hedge counterparty reasonably acceptable to the Note Insurer replaces such hedge counterparty within 10 business days ten (10) Business Days or Collateral acceptable to the Note Insurer is transferred by the hedge counterparty to the Debtor pursuant to a Collateral Agreement (as defined in the Hedge Agreement) within 10 business daysten (10) Business Days); or
(h) the Collateral Agent, on behalf of the Secured Parties, shall, for any reason, fail to have a valid and perfected security interest in the Collateral, including, without limitation, the Receivables and Related Security and Collections with respect thereto, free and clear of any Adverse Claim; or
(i) there shall have occurred any material adverse change in the operations of AmeriCredit since the Closing Date which materially adversely affects AmeriCredit's ability to service the Receivables or to perform under the Servicing Agreement (or any other agreement pursuant to which it is then servicing the Receivables), the Insurance Agreement, the Master Receivables Purchase Agreement or any other Transaction Document; or
(j1) a final judgment for the payment of money in excess of $10,000,000 shall have been rendered against AmeriCredit or AMTN AMC by a court of competent jurisdiction and AmeriCredit or AMTN AMC shall not have either (1A) discharged or provided for the discharge of such judgment in accordance with its terms, or (2B) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supercedes supersedeas or otherwise) pending such appeal or (ii2) AmeriCredit or AMTN AMC shall have made payments of amounts in excess of $15,000,000 25,000,000 in settlement of any litigation unless covered by insurance; or
(kj) a claim shall have been made under the Note Policy; or
(lk) during the Revolving Period only, a Yield Supplement Account Shortfall exists, and continues for a period of five (5) Business Days; or
(ml) a either (1) an amount less than the related Reserve Account Shortfall exists at Deposit Amount is deposited to the close of business Reserve Account with respect to any Receivables Delivery on any a Delivery Date, Date and remains uncured at the entire Reserve Account Deposit Amount has not been deposited therein by the close of business on the fifth (5th) Business Day following such Delivery Dateor (2) any amount is withdrawn from the Reserve Account pursuant to Section 2.3(b) and the amount of such withdrawal has not been redeposited to the Reserve Account by the close of business on the fifth (5th) Business Day following the date of the initial withdrawal; or
(nm) an unwaived event of default by AmeriCredit or AMTN AMC which continues for 10 ten (10) or more days under any material agreement for borrowed money exceeding $5,000,000 to which any such Person is a party; or the default by the Debtor, AmeriCredit, AMTN AMC or any Subsidiary of the Debtor or AmeriCredit in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the Debtor, AmeriCredit, AMTN AMC or any Subsidiary of the Debtor, AmeriCredit or AMTN AMC greater than such respective amounts was created or is governed, regardless of whether such event is an "“event of default" ” or "“default" ” under any such agreement; or any Indebtedness owing by the Debtor, AmeriCredit, AMTN AMC or any Subsidiary of the Debtor, AmeriCredit or AMTN AMC greater than such respective amounts shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or
(on) the Portfolio Delinquency Ratio averaged for the three most recent Determination Dates shall exceed 5.50%; or
(po) the Portfolio Net Loss Ratio for any Determination Date shall exceed 8.00%; or
(q) the Portfolio Repossession Ratio, as measured on a 3-month rolling average basis, is greater than 1.5%; or
(rp) the Cumulative Net Loss Ratio exceeds the amount specified for the related Determination Date in Exhibit M hereto; or
(sq) the weighted average AmeriCredit Score for all Receivables shall at any time be less than 220 225 or more than 5.004.00% of the Receivables shall have an AmeriCredit Score below 200215; or
(tr) the average Monthly Extension Ratios for the three most recent Determination Dates shall exceed 2.50%; or
(u) the weighted average remaining maturity of the Receivables shall exceed 65 months; or
(vs) during the Revolving Period only, the Net Investment exceeds the Borrowing Base, for five (5) consecutive days following any Borrowing Base Determination Date; or
(wt) a Net Spread Deficiency exists, and such deficiency continues for a period of more than five (5) Business Days; or
or (xu) (i) the Tangible Net Worth of AmeriCredit Corp. shall be less than the sum of (a) $600,000,000 1,550,000,000 and (b) 75% of the cumulative positive net income (without deduction for negative net income) of AmeriCredit Corp. for each fiscal quarter having been completed since June 30, 2006, as reported in each annual report on Form 10-K and periodic report on Form 10-Q filed by AmeriCredit Corp. with the Commission and (c) 75% of the net proceeds of any period equity issued by AmeriCredit Corp. since June 30, 2006 (excluding any equity issued pursuant to equity incentive plans for employees and board members) minus (d) the lesser of twenty (20x) consecutive days; or
$200,000,000 and (y) the ratio purchase price of all common stock of AmeriCredit Corp.'s Securitization Assets to its Tangible Net Worth exceeds 2.5x; or
(z) the ratio (on a rolling two quarter average basis) of AmeriCredit Corp.'s Adjusted EBITDA for the two most recent financial quarters to its Interest Expense for the two most recent financial quarters shall be less than 1.2x; or
(aa) the Servicer or the Note Insurer shall have been informed in writing by either Rating Agency that the risk covered by the Note Policy shall no longer carry a shadow rating of at least BBB from S&P or Baa2 from Xxxxx'x and the failure to maintain either such shadow rating shall continue for a period of five (5) days from the date that such notice is provided; or
(bb) one or more courts of competent jurisdiction have issued finalCorp. repurchased after September 30, non-appealable orders to the effect that the Collateral Agent is not the secured party with respect to Financed Vehicles financed under Receivables with an Aggregate Outstanding Balance (i.e., as of the date upon which such Receivables were originated), equal to 5.00% or more of the Aggregate Outstanding Balance of all Receivables owned by the Debtor; or
(cc) AmeriCredit shall enter into any transaction or merger whereby it is not the surviving entity (other than internal re-organization)2006, or AMTN or the Debtor shall enter into any merger regardless of the surviving entity; or
(dd) the periodic due diligence by the Note Insurer (or its designee) as permitted by the Transaction Documents, reveals that Receivables representing more than 10% of the sample reviewed (which sample must be of a reasonably statistically significant size) displays material non-compliance with the standards described in the Credit and Collection Policy; or
(ee) except as permitted by the transaction documents, any assignment by AmeriCredit of its rights and obligations under the Transaction Documents without the prior written consent of the Note Insurer; or
(ff) the Trust becomes an "investment company" within the meaning of the Investment Company Act of 1940; or
(gg) AMTN fails to repurchase Receivables in connection with a breach of representation or warranty relating to the Receivables or due to an incomplete or defective Receivable File, or as a result of the related Lien Certificate not having been received by the Custodian by the 181st day following the origination date of the related Receivable; or
(hh) AmeriCredit is removed as servicer or is provided with notice of servicer non-renewal on any outstanding term asset-backed transaction; or
(ii) Eligible Receivables averaging upon the completion of any stock repurchase by AmeriCredit Corp., AmeriCredit Corp. shall have a Corporate Liquidity Pool of less than 50% of the Eligible Collateral during any calendar quarter, commencing with the first quarter of 2001$200,000,000; or
(jj) more than 30% of the Eligible Receivables held as Collateral have Contracts which provide for 72 monthly payments; or
(kk) the Weighted Average AmeriCredit Score for all of the Eligible Receivables held as Collateral which have Contracts which provide for 72 monthly payments is less than 230; or
(ll) a Servicer Termination Event occurs. In addition to the Termination and Amortization Events listed above, the following Termination and Amortization Events apply only during the Regular Amortization Period and only with respect to the Regular Amortization Receivables Pool:
(a) on any Determination Date, the Regular Amortization Period Cumulative Net Loss Ratio exceeds the amount (based on weighted average pool seasoning in months) specified for the related Determination Date in Exhibit M hereto; or
(b) on any Determination Date during the Regular Amortization Period, the Delinquency Ratio, averaged for the 3 most recent Determination Dates, exceeds the level specified for such Determination Date in Exhibit N hereto; or
(c) on any Determination Date during the Regular Amortization Period, the Default Ratio exceeds the level specified for such Determination Date in Exhibit O hereto; or
(i) on any of the sixth through eighth Determination Dates during the Regular Amortization Period, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 9%; (ii) on any of the ninth through twelfth Determination Dates during the Regular Amortization Period, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 10%; (i) on any Determination Dates during the Regular Amortization Period thereafter, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 11%.
Appears in 1 contract
Termination and Amortization Events. The occurrence of ----------------------------------- any one or more of the following events shall constitute a Termination and Amortization Event:
(a) any representation or warranty made by AmeriCredit or AMTN in this Agreement, the Master Receivables Purchase Agreement (other than the representations and warranties relating to the Receivables) or in any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed made, or AmeriCredit or AMTN shall fail to perform any covenant in this Agreement or any other Transaction Document; or
(b) AmeriCredit or AMTN shall fail to make any payment or deposit to be made by it hereunder or under the Note Purchase Agreement, the Servicing and Custodian Agreement or the Insurance Agreement when due hereunder or thereunder; or
(c) any Event of Bankruptcy shall occur with respect to the Debtor, AmeriCredit or AMTN; or
(d) an "Event of Default" shall have occurred and be continuing under the Insurance Agreement; or
(e) the Debtor shall at any time not be in compliance with the requirements of Section 5.3 hereof and such noncompliance shall continue for five (5) days; or
(f) any event of default by the Debtor under the Hedge Agreement, as defined by the ISDA guidelines with respect to the related hedge type; or
(g) the long-term debt rating of any hedge counterparty under a Hedge Agreement is either A-/A3 or below or withdrawn or suspended (unless a new hedge counterparty reasonably acceptable to the Note Insurer replaces such hedge counterparty within 10 business days or Collateral acceptable to the Note Insurer is transferred by the hedge counterparty to the Debtor pursuant to a Collateral Agreement (as defined in the Hedge Agreement) within 10 business days); or
(h) the Collateral Agent, on behalf of the Secured Parties, shall, for any reason, fail to have a valid and perfected security interest in the Collateral, including, without limitation, the Receivables and Related Security and Collections with respect thereto, free and clear of any Adverse Claim; or
(i) there shall have occurred any material adverse change in the operations of AmeriCredit since the Closing Date which materially adversely affects AmeriCredit's ability to service the Receivables or to perform under the Servicing Agreement (or any other agreement pursuant to which it is then servicing the Receivables), the Insurance Agreement, the Master Receivables Purchase Agreement or any other Transaction Document; or
(j) a final judgment for the payment of money in excess of $10,000,000 shall have been rendered against AmeriCredit or AMTN by a court of competent jurisdiction and AmeriCredit or AMTN shall not have either (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supercedes or otherwise) pending such appeal or (ii) AmeriCredit or AMTN shall have made payments of amounts in excess of $15,000,000 in settlement of any litigation unless covered by insurance; or
(k) a claim shall have been made under the Note Policy; or
(l) during the Revolving Period only, a Yield Supplement Account Shortfall exists, and continues for a period of five (5) Business Days; or
(m) a Reserve Account Shortfall exists at the close of business on any Delivery Date, and remains uncured at the close of business on the fifth (5th5/th/) Business Day following such Delivery Date; or
(n) an unwaived event of default by AmeriCredit or AMTN which continues for 10 or more days under any material agreement for borrowed money exceeding $5,000,000 to which any such Person is a party; or the default by the Debtor, AmeriCredit, AMTN or any Subsidiary of the Debtor or AmeriCredit in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the Debtor, AmeriCredit, AMTN or any Subsidiary of the Debtor, AmeriCredit or AMTN greater than such respective amounts was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Indebtedness owing by the Debtor, AmeriCredit, AMTN or any Subsidiary of the Debtor, AmeriCredit or AMTN greater than such respective amounts shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or
(o) the Portfolio Delinquency Ratio averaged for the three most recent Determination Dates shall exceed 5.50%; or
(p) the Portfolio Net Loss Ratio for any Determination Date shall exceed 8.00%; or
(q) the Portfolio Repossession Ratio, as measured on a 3-month rolling average basis, is greater than 1.5%; or
(r) the Cumulative Net Loss Ratio exceeds the amount specified for the related Determination Date in Exhibit M hereto; or
(s) the weighted average AmeriCredit Score for all Receivables shall at any time be less than 220 or more than 5.00% of the Receivables shall have an AmeriCredit Score below 200; or
(t) the average Monthly Extension Ratios for the three most recent Determination Dates shall exceed 2.50%; or
(u) the weighted average remaining maturity of the Receivables shall exceed 65 months; or
(v) during the Revolving Period only, the Net Investment exceeds the Borrowing Base, for five (5) consecutive days following any Borrowing Base Determination Date; oro r
(w) a Net Spread Deficiency exists, and such deficiency continues for a period of more than five (5) Business Days; or
(x) the Tangible Net Worth of AmeriCredit Corp. shall be less than $600,000,000 for any period of twenty (20) consecutive days; or
(y) the ratio of AmeriCredit Corp.'s Securitization Assets to its Tangible Net Worth exceeds 2.5x; or
(z) the ratio (on a rolling two quarter average basis) of AmeriCredit Corp.'s Adjusted EBITDA for the two most recent financial quarters to its Interest Expense for the two most recent financial quarters shall be less than 1.2x; or
(aa) the Servicer or the Note Insurer shall have been informed in writing by either Rating Agency that the risk covered by the Note Policy shall no longer carry a shadow rating of at least BBB from S&P or Baa2 from Xxxxx'x and the failure to maintain either such shadow rating shall continue for a period of five (5) days from the date that such notice is provided; or
(bb) one or more courts of competent jurisdiction have issued final, non-appealable orders to the effect that the Collateral Agent is not the secured party with respect to Financed Vehicles financed under Receivables with an Aggregate Outstanding Balance (i.e., as of the date upon which such Receivables were originated), equal to 5.00% or more of the Aggregate Outstanding Balance of all Receivables owned by the Debtor; or
(cc) AmeriCredit shall enter into any transaction or merger whereby it is not the surviving entity (other than internal re-organization), or AMTN or the Debtor shall enter into any merger regardless of the surviving entity; or
(dd) the periodic due diligence by the Note Insurer (or its designee) as permitted by the Transaction Documents, reveals that Receivables representing more than 10% of the sample reviewed (which sample must be of a reasonably statistically significant size) displays material non-compliance with the standards described in the Credit and Collection Policy; or
(ee) except as permitted by the transaction documents, any assignment by AmeriCredit of its rights and obligations under the Transaction Documents without the prior written consent of the Note Insurer; or
(ff) the Trust becomes an "investment company" within the meaning of the Investment Company Act of 1940; or
(gg) AMTN fails to repurchase Receivables in connection with a breach of representation or warranty relating to the Receivables or due to an incomplete or defective Receivable File, or as a result of the related Lien Certificate not having been received by the Custodian by the 181st day following the origination date of the related Receivable; or
(hh) AmeriCredit is removed as servicer or is provided with notice of servicer non-renewal on any outstanding term asset-backed transaction; or
(ii) during any calendar quarter commencing with the third calendar quarter of 2001, the daily average percentage of MTN Eligible Receivables averaging as a portion of MTN Eligible Collateral is less than 50% of the Eligible Collateral during any calendar quarter, commencing with the first quarter of 2001%; or
(jj) more than 30% of the Eligible Receivables held as Collateral have Contracts which provide for 72 monthly payments; or
(kk) the Weighted Average AmeriCredit Score for all of the Eligible Receivables held as Collateral which have Contracts which provide for 72 monthly payments is less than 230; or
(ll) a Servicer Termination Event occurs. In addition to the Termination and Amortization Events listed above, the following Termination and Amortization Events apply only during the Regular Amortization Period and only with respect to the Regular Amortization Receivables Pool:
(a) on any Determination Date, the Regular Amortization Period Cumulative Net Loss Ratio exceeds the amount (based on weighted average pool seasoning in months) specified for the related Determination Date in Exhibit M hereto; or
(b) on any Determination Date during the Regular Amortization Period, the Delinquency Ratio, averaged for the 3 most recent Determination Dates, exceeds the level specified for such Determination Date in Exhibit N hereto; or
(c) on any Determination Date during the Regular Amortization Period, the Default Ratio exceeds the level specified for such Determination Date in Exhibit O hereto; or
(i) on any of the sixth seventh through eighth Determination Dates during the Regular Amortization Period, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 9%; (ii) on any of the ninth through twelfth thirteenth Determination Dates during the Regular Amortization Period, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 10%; or (iii) on any Determination Dates during the Regular Amortization Period thereafter, the Annualized Net Loss Ratio for Receivables held as Collateral, exceeds 11%.
Appears in 1 contract