Common use of TERMINATION EVENTS AND REMEDIES Clause in Contracts

TERMINATION EVENTS AND REMEDIES. If any of the following events shall occur and be continuing: (a) any Seller or the Servicer shall fail to pay or deposit any amount when due in accordance with the terms hereof and such failure is not remedied within 5 Business Days of written notice to the Servicer; or (b) any representation or warranty made or deemed made by any Seller or the Guarantor herein or in any other Transaction Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made and such inaccuracy, if capable of remedy, is not remedied within 30 days after notice to the Servicer from the Collection Agent or a Purchaser; or (c) any Seller shall default in the observance or performance of any agreement contained in Section 5.4(a)(i) or Section 5.7(a) of this Agreement; or (d) any Seller, the Servicer or the Guarantor shall default in any material respect in the observance or performance of any other agreement contained in this Agreement or any other Transaction Document (other than as provided in paragraphs (a) through (c) of this Section 7), and such default shall continue unremedied for a period of 30 days after notice to the Servicer from the Collection Agent or a Purchaser; or (e) any Seller, the Servicer or the Guarantor shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, and in the case of (i), (ii) or (iii) above the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, however, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; or (i) any Seller or the Guarantor shall commence any case, proceeding or other action (A) under any law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Seller or the Guarantor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against such Seller or the Guarantor any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against a Seller or the Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Seller or the Guarantor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Seller or the Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) one or more judgments or decrees shall be entered against any Seller or the Guarantor involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $25,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) any of the Transaction Documents shall cease, for any reason other than an action of the Administrative Agent, the Collection Agent or a Purchaser, to be in full force and effect, or any Seller or the Guarantor shall so assert, (ii) any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; then, and in any such event, (A) if such event is a Termination Event specified in clause (i) or (ii) of paragraph (f) above or clause (i) of paragraph (h) above, automatically the Purchaser’s Investment Limits shall immediately be reduced to zero and terminate, (B) if such event is any other Termination Event, the Administrative Agent may, or upon the request of the Required Purchasers, the Administrative Agent shall, by notice to the Servicer, declare the Purchasers’ Investment Limits to be reduced to zero and terminated forthwith and (C) the Collection Agent may exercise all rights and remedies available to it under the Security Documents or at law.

TERMINATION EVENTS AND REMEDIES. If any of the following events shall occur and be continuing: (a) any Seller the Originators or the Servicer Servicers shall fail to pay or deposit any amount when due in accordance with the terms hereof and such hereof, including the failure is not remedied within 5 Business Days at the end of written notice the Ramp-Up Period to cause payments under Scheduled Receivables to be made directly to the ServicerCollection Accounts; or (b) any representation or warranty made or deemed made by any Seller Originator or the Guarantor Servicers herein or in any other Transaction Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Transaction Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made and such inaccuracy, if capable of remedy, is not remedied within 30 days after notice to the Servicer from the Collection Agent or a Purchasermade; or (c) any Seller Originator or the Servicers shall default in the observance or performance of any agreement contained in Section 5.4(a)(i) 5.3(a)(i), Section 5.6(a), Section 5.7, Section 5.8, Section 5.9, Section 5.10, Section 5.12, Section 5.13 or Section 5.7(a) 5.16 of this Agreement or the Servicers shall default in the observance or performance of any agreement contained in Section 6 of this Agreement; or; (d) any Seller, the Servicer Originator or the Guarantor Servicers shall default in any material respect in the observance or performance of any other agreement contained in this Agreement or any other Transaction Document (other than as provided in paragraphs (a) through (c) of this Section 7), and such default shall continue unremedied for a period of 30 days after notice to the Servicer Servicers from the Collection Administrative Agent, the Collateral Agent or a Purchaserthe Required Purchasers; or (e) any Seller, the Servicer Originator or the Guarantor Servicers shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee ObligationObligation constituting Indebtedness) on the scheduled or original due date with respect theretothereto and such default continues beyond any applicable grace period; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, and in the case of (i), (ii) or (iii) above the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, however, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,00045,000,000; or (i) any Seller Originator or the Guarantor Servicers shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, concurso mercantil, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, concurso mercantil, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Seller Originator or the Guarantor Servicers shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against such Seller any Originator or the Guarantor Servicers any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against a Seller any Originator or the Guarantor Servicers any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 90 days from the entry thereof; or (iv) any Seller Originator or the Guarantor Servicers shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Seller Originator or the Guarantor Servicers shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) one or more judgments or decrees shall be entered against any Seller Originator or the Guarantor Servicers involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $25,000,000 5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 60 days from the entry thereofthereof or (h) An Event of Default occurs under Section 8.1(j) of the Citibank Credit Agreement, without giving effect to any termination of such agreement; or (i) (i) any of the Transaction Documents shall cease, for any reason other than an action of the Administrative Agent, the Collection Agent or a Purchaserreason, to be in full force and effecteffect (other than in accordance with its terms or as agreed to by the Administrative Agent), or any Seller Originator or the Guarantor a Servicer shall so assert, or (ii) any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (j) any Governmental Authority shall condemn, nationalize, seize or otherwise expropriate any substantial portion of the assets or the Capital Stock or other equity interests of Sanmina-SCI or any Originator or take any similar action by way of introduction of legislation or otherwise, and such action shall materially affect the ability of Sanmina-SCI to perform its obligations under any Transaction Document; or (k) a Change of Control shall occur; then, and in any such event, (A) if such event is a Termination Event specified in clause (i) or (ii) of paragraph (f) above or clause (i) of paragraph (hi) above, automatically the Purchaser’s Investment Limits shall immediately be reduced to zero and terminate, (B) if such event is any other Termination Event, with the consent of the Required Purchasers, the Administrative Agent may, or upon the request of the Required Purchasers, the Administrative Agent shall, by notice to the ServicerServicers, declare the Purchasers’ Purchaser’s Investment Limits to be reduced to zero and terminated forthwith and (C) in either event, the Collection Collateral Agent may exercise all rights and remedies available to it under this Agreement, the Security Documents or at law, including, without limitation, the application of funds in the Collection Accounts and the Collection Sub-Account to pay any obligations of the Originators or the Servicers hereunder and under the other Transaction Documents.

TERMINATION EVENTS AND REMEDIES. If any of the following events shall occur and be continuing: (a) any Seller the Originators or the Servicer Servicers shall fail to pay or deposit any amount when due in accordance with the terms hereof and such failure is not remedied within 5 Business Days of written notice to the Servicerhereof; or (b) any representation or warranty made or deemed made by any Seller Originator or the Guarantor Servicers herein or in any other Transaction Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Transaction Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made and such inaccuracy, if capable of remedy, is not remedied within 30 days after notice to the Servicer from the Collection Agent or a Purchasermade; or (c) any Seller Originator or the Servicers shall default in the observance or performance of any agreement contained in Section 5.4(a)(i) 5.3(a)(i), Section 5.6(a), Section 5.7, Section 5.8, Section 5.9, Section 5.10, Section 5.12, Section 5.13 or Section 5.7(a) 5.16 of this Agreement or the Servicers shall default in the observance or performance of any agreement contained in Section 6 of this Agreement; or; (d) any Seller, the Servicer Originator or the Guarantor Servicers shall default in any material respect in the observance or performance of any other agreement contained in this Agreement or any other Transaction Document (other than as provided in paragraphs (a) through (c) of this Section 7), and such default shall continue unremedied for a period of 30 days after notice to the Servicer Servicers from the Collection Administrative Agent or a Purchaserthe Required Purchasers; or (e) any Seller, the Servicer Originator or the Guarantor Servicers shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee ObligationObligation constituting Indebtedness) on the scheduled or original due date with respect theretothereto and such default continues beyond any applicable grace period; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, and in the case of (i), (ii) or (iii) above the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, however, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; or (f) (i) any Seller Originator or the Guarantor Servicers shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, concurso mercantil, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, concurso mercantil, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Seller Originator or the Guarantor Servicers shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against such Seller any Originator or the Guarantor Servicers any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against a Seller any Originator or the Guarantor Servicers any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 90 days from the entry thereof; or (iv) any Seller Originator or the Guarantor Servicers shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Seller Originator or the Guarantor Servicers shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) one or more judgments or decrees shall be entered against any Seller Originator or the Guarantor Servicers involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $25,000,000 5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, satisfied, stayed or bonded pending appeal within 30 60 days from the entry thereofthereof or (h) An Event of Default occurs under Section 8.1(j) of the Bank of America Credit Agreement, without giving effect to any termination of such agreement; or (i) (i) any of the Transaction Documents shall cease, for any reason other than an action of the Administrative Agent, the Collection Agent or a Purchaserreason, to be in full force and effecteffect (other than in accordance with its terms or as agreed to by the Administrative Agent), or any Seller Originator or the Guarantor a Servicer shall so assert, or (ii) any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (j) any Governmental Authority shall condemn, nationalize, seize or otherwise expropriate any substantial portion of the assets or the Capital Stock or other equity interests of Sanmina-SCI or any Originator or take any similar action by way of introduction of legislation or otherwise, and such action shall materially affect the ability of Sanmina-SCI to perform its obligations under any Transaction Document; or (k) a Change of Control shall occur; then, and in any such event, (A) if such event is a Termination Event specified in clause (i) or (ii) of paragraph (f) above or clause (i) of paragraph (hi) above, automatically the Purchaser’s 's Investment Limits shall immediately be reduced to zero and terminate, (B) if such event is any other Termination Event, with the consent of the applicable Required Tranche Purchasers, the Administrative Agent may, or upon the request of the applicable Required Tranche Purchasers, the Administrative Agent shall, by notice to the ServicerServicers, declare the Purchasers’ Purchaser's Investment Limits for the relevant Tranche to be reduced to zero and terminated forthwith and (C) in either event, the Collection Administrative Agent may exercise all rights and remedies available to it under this Agreement, the Security Documents or at law, including, without limitation, the application of funds in the applicable Collection Accounts to pay any obligations of the Originators or the Servicers hereunder and under the other Transaction Documents.

TERMINATION EVENTS AND REMEDIES. If any of the following events shall occur and be continuing: (a) any the Seller or the Servicer Guarantor shall fail to pay or deposit any amount when due in accordance with the terms hereof and such hereof, including the failure is not remedied within 5 Business Days of written notice to cause payments under Scheduled Receivables to be made directly to the ServicerCollection Account; or (b) any representation or warranty made or deemed made by any the Seller or the Guarantor herein or in any other Transaction Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Transaction Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made and such inaccuracy, if capable of remedy, is not remedied within 30 days after notice to the Servicer from the Collection Agent or a Purchasermade; or (c) any the Seller or the Guarantor shall default in the observance or performance of any agreement contained in Section 5.4(a)(i) 5.2, Section 5.6(a), Section 5.7, Section 5.8, Section 5.9, Section 5.11, Section 5.12, Section 5.13 or Section 5.7(a) 5.16 of this Agreement or the Servicer shall default in the observance or performance of any agreement contained in Section 6 of this Agreement; or; (d) any Seller, the Servicer or the Guarantor Seller shall default in any material respect in the observance or performance of any other agreement contained in this Agreement or any other Transaction Document (other than as provided in paragraphs (a) through (c) of this Section 7), and such default shall continue unremedied for a period of 30 days 10 Business Days after notice to the Servicer Seller from the Collection Agent or a Purchaser; or (e) any Seller, the Servicer Seller or the Guarantor shall (i) default in making any payment of any principal of any Indebtedness Financial Debt (including, without limitation, any Guarantee Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness Financial Debt beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness Financial Debt was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness Financial Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, and in the case of (i), (ii) or (iii) above the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness Financial Debt (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness Financial Debt to become due prior to its stated maturity or (in the case of any such Indebtedness Financial Debt constituting a Guarantee Obligation) to become payable; provided, however, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; or (f) (i) any the Seller or the Guarantor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any the Seller or the Guarantor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against such the Seller or the Guarantor any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against a the Seller or the Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 90 days from the entry thereof; or (iv) any the Seller or the Guarantor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any the Seller or the Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) one or more judgments or decrees shall be entered against any the Seller or the Guarantor involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $25,000,000 5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 60 days from the entry thereof; or (ih) any Governmental Authority shall condemn, nationalize, seize or otherwise expropriate any substantial portion of the assets or the Capital Stock or other equity interests of the Seller or the Guarantor or take any similar action by way of introduction of legislation or otherwise, and such action shall materially affect the operating capacity of the Seller or otherwise affect the ability of the Seller or the Guarantor to perform their respective obligations under any Transaction Document; or any license, consent, authorization, registration or approval at any time necessary to enable the Seller or the Guarantor to comply with any of their respective obligations under the Transaction Documents shall ceasebe revoked, for any reason other than an action withdrawn or withheld or shall be modified or amended in a manner materially prejudicial, in the reasonable opinion of the Administrative Agent, the Collection Agent or a PurchaserPurchasers, to be the interests of the Purchasers hereunder; or (i) any change in full force and effectany Requirement of Law shall occur that shall have a Material Adverse Effect; or (j) the shares of the Guarantor are de-listed, or any Seller or the Guarantor shall so assert, (ii) any Lien created by any of the Security Documents shall cease to be enforceable and trade or are suspended from trading (whether permanently or temporarily) on the New York Stock Exchange; or (k) a Change of the same effect and priority purported to be created therebyControl shall occur; then, and in any such event, (A) if such event is a Termination Event specified in clause (i) or (ii) of paragraph (f) above or clause (i) of paragraph (hi) above, automatically the Purchaser’s Investment Purchase Limits shall immediately be reduced to zero and terminate, (B) if such event is any other Termination Event, the Administrative Agent Purchasers may, or upon the request of the Required Purchasers, the Administrative Agent shall, by notice to the ServicerSeller, declare the Purchasers’ Investment Purchase Limits to be reduced to zero and terminated forthwith and (C) the Collection Agent may exercise all rights and remedies available to it under the Security Documents or at lawforthwith.

TERMINATION EVENTS AND REMEDIES. If any of the following events shall occur and be continuing: (a) any Seller or the Servicer Originators shall fail to pay or deposit any amount when within three Business Days following the due date therefor in accordance with the terms hereof and such failure is not remedied within 5 Business Days of written notice to the Servicerhereof; or (b) any representation or warranty made or deemed made by any Seller or the Guarantor Originator herein or in any other Transaction Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Transaction Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made and such inaccuracy, if capable of remedy, is not remedied within 30 days after notice to the Servicer from the Collection Agent or a Purchasermade; or (c) any Seller Originator shall default in the observance or performance of any agreement contained in Section 5.4(a)(i) 5.3(a)(i), Section 5.6(a), Section 5.7, Section 5.8, Section 5.9, Section 5.12, Section 5.13 or Section 5.7(a) 5.16 of this Agreement or the Servicer shall default in the observance or performance of any agreement contained in Section 6 of this Agreement; or; (d) any Seller, the Servicer or the Guarantor Originator shall default in any material respect in the observance or performance of any other agreement contained in this Agreement or any other Transaction Document (other than as provided in paragraphs (a) through (c) of this Section 7), and such default shall continue unremedied for a period of 30 days after notice to the Servicer from the Collection Administrative Agent or a Purchaserthe Required Purchasers; or (e) any Seller, the Servicer or the Guarantor Originator shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee ObligationObligation constituting Indebtedness) on the scheduled or original due date with respect theretothereto and such default continues beyond any applicable grace period; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, and in the case of (i), (ii) or (iii) above the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, however, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,00020,000,000; or (i) any Seller or the Guarantor Originator shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, company reconstruction, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Seller or the Guarantor Originator shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against such Seller or the Guarantor any Originator any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against a Seller or the Guarantor any Originator any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 90 days from the entry thereof; or (iv) any Seller or the Guarantor Originator shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Seller or the Guarantor Originator shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) one or more judgments or decrees shall be entered against any Seller or the Guarantor Originator involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $25,000,000 20,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 60 days from the entry thereof; thereof or (i) any of the Transaction Documents shall cease, for any reason other than an action of the Administrative Agent, the Collection Agent or a Purchaserreason, to be in full force and effecteffect (other than in accordance with its terms or as agreed to by the Administrative Agent), or any Seller or the Guarantor Originator shall so assert, or (ii) any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (i) any Governmental Authority shall condemn, nationalize, seize or otherwise expropriate any substantial portion of the assets or the Capital Stock or other equity interests of Powerwave or any other Originator or take any similar action by way of introduction of legislation or otherwise, and such action shall materially affect the ability of Powerwave to perform its obligations under any Transaction Document; or (j) a Change of Control shall occur; then, and in any such event, (A) if such event is a Termination Event specified in clause (i) or (ii) of paragraph (f) above or clause (i) of paragraph (hi) above, automatically the Purchaser’s Investment Limits shall immediately be reduced to zero and terminate, (B) if such event is any other Termination Event, with the consent of the applicable Required Tranche Purchasers, the Administrative Agent may, or upon the request of the applicable Required Tranche Purchasers, the Administrative Agent shall, by notice to the Servicer, declare the Purchasers’ Purchaser’s Investment Limits for the relevant Tranche to be reduced to zero and terminated forthwith and (C) in either event, the Collection Administrative Agent may exercise all rights and remedies available to it under this Agreement, the Security Documents or at law, including, without limitation, the application of funds in the applicable Collection Accounts to pay any obligations of the Originators hereunder and under the other Transaction Documents.

TERMINATION EVENTS AND REMEDIES. 7.1 If any of the following events shall occur and be continuing: (a) any Seller or the Servicer shall fail to pay or deposit any amount when due in accordance with the terms hereof and such failure is not remedied within 5 Business Days of written notice to the Servicer; or (b) any representation or warranty made or deemed made by any Seller or the Guarantor herein or in any other Transaction Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made and such inaccuracy, if capable of remedy, is not remedied within 30 days after notice to the Servicer from the Collection Agent or a Purchaser; or (c) any Seller shall default in the observance or performance of any agreement contained in Section 5.4(a)(i) or Section 5.7(a) of this Agreement; or (d) any Seller, the Servicer or the Guarantor shall default in any material respect in the observance or performance of any other agreement contained in this Agreement or any other Transaction Document (other than as provided in paragraphs (a) through (c) of this Section 77.1), and such default shall continue unremedied for a period of 30 days after notice to the Servicer from the Collection Agent or a Purchaser; or (e) any Seller, the Servicer or the Guarantor shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, and in the case of (i), (ii) or (iii) above the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, however, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; or (if) any Seller or the Guarantor shall commence any case, proceeding or other action (A) under any law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered Insolvency Event with respect to itany Seller, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Seller the Servicer or the Guarantor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against such Seller or the Guarantor any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against a Seller or the Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Seller or the Guarantor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Seller or the Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become dueGuarantor; or (g) one or more judgments or decrees shall be entered against any Seller or the Guarantor involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $25,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (ih) any of the Transaction Documents shall cease, for any reason other than an action of the Administrative Agent, the Collection Agent or a Purchaser, to be in full force and effect, or any Seller or the Guarantor shall so assert, or (ii) any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; then, and in any such event, (A) if such event is then a Termination Event specified in clause (i) or (ii) of paragraph (f) above or clause (i) of paragraph (h) above, automatically the Purchaser’s Investment Limits shall immediately be reduced deemed to zero and terminate, (B) if such event is any other Termination Event, the Administrative Agent may, or upon the request of the Required Purchasers, the Administrative Agent shall, by notice to the Servicer, declare the Purchasers’ Investment Limits to be reduced to zero and terminated forthwith and (C) the Collection Agent may exercise all rights and remedies available to it under the Security Documents or at lawhave occurred.

TERMINATION EVENTS AND REMEDIES. If any of the following events shall occur and be continuing: (a) any the Seller or the Servicer Guarantor shall fail to pay or deposit any amount when due in accordance with the terms hereof and such hereof, including the failure is not remedied within 5 Business Days of written notice to cause payments under Scheduled Receivables to be made directly to the ServicerCollection Account; or (b) any representation or warranty made or deemed made by any the Seller or the Guarantor herein or in any other Transaction Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Transaction Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made and such inaccuracy, if capable of remedy, is not remedied within 30 days after notice to the Servicer from the Collection Agent or a Purchasermade; or (c) the Seller or the Guarantor shall default in the observance or perfoimance of any Seller agreement contained in Section 5.2, Section 5.6(a), Section 5.7, Section 5.8, Section 5.9, Section 5.11, Section 5.12, Section 5.13 or Section 5.16 of this Agreement or the Servicer shall default in the observance or performance of any agreement contained in Section 5.4(a)(i) or Section 5.7(a) 6 of this Agreement; or; (d) any Seller, the Servicer or the Guarantor Seller shall default in any material respect in the observance or performance of any other agreement contained in this Agreement or any other Transaction Document (other than as provided in paragraphs (a) through (c) of this Section 7), and such default shall continue unremedied for a period of 30 days 10 Business Days after notice to the Servicer Seller from the Collection Agent or a Purchaser; or (e) any Seller, the Servicer Seller or the Guarantor shall (i) default in making any payment of any principal of any Indebtedness Financial Debt (including, without limitation, any Guarantee Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness Financial Debt beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness Financial Debt was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness Financial Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, and in the case of (i), (ii) or (iii) above the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness Financial Debt (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness Financial Debt to become due prior to its stated maturity or (in the case of any such Indebtedness Financial Debt constituting a Guarantee Obligation) to become payable; provided, however, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; or (i) any the Seller or the Guarantor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any the Seller or the Guarantor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against such the Seller or the Guarantor any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against a the Seller or the Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 90 days from the entry thereof; or (iv) any the Seller or the Guarantor shall take any action in furtherance of, or indicating its consent to, approval of, of or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any the Seller or the Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) one or more judgments or decrees shall be entered against any the Seller or the Guarantor involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $25,000,000 5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 60 days from the entry thereof; or (ih) any Governmental Authority shall condemn, nationalize, seize or otherwise expropriate any substantial portion of the assets or the Capital Stock or other equity interests of the Seller or the Guarantor or take any similar action by way of introduction of legislation or otherwise, and such action shall materially affect the operating capacity of the Seller or otherwise affect the ability of the Seller or the Guarantor to perform their respective obligations under any Transaction Document; or any license, consent, authorization, registration or approval at any time necessary to enable the Seller or the Guarantor to comply with any of their respective obligations under the Transaction Documents shall ceasebe revoked, for any reason other than an action withdrawn or withheld or shall be modified or amended in a manner materially prejudicial, in the reasonable opinion of the Administrative Agent, the Collection Agent or a Purchaser, to be the interests of the Purchaser hereunder; or (i) any change in full force and effectany Requirement of Law shall occur that shall have a Material Adverse Effect; or (j) the shares of the Guarantor are de-listed, or any Seller or the Guarantor shall so assert, (ii) any Lien created by any of the Security Documents shall cease to be enforceable and trade or are suspended from trading (whether permanently or temporarily) on the New York Stock Exchange; or (k) a Change of the same effect and priority purported to be created therebyControl shall occur; then, and in any such event, (A) if such event is a Termination Event specified in clause (i) or (ii) of paragraph (f) above or clause (i) of paragraph (hi) above, automatically the Purchaser’s Investment Purchase Limits shall immediately be reduced to zero and terminate, (B) if such event is any other Termination Event, the Administrative Agent Purchaser may, or upon the request of the Required Purchasers, the Administrative Agent shall, by notice to the ServicerSeller, declare the Purchasers’ Investment Purchase Limits to be reduced to zero and terminated forthwith and (C) the Collection Agent may exercise all rights and remedies available to it under the Security Documents or at lawforthwith.