Common use of Termination of Status as a Seller Clause in Contracts

Termination of Status as a Seller. (a) At any time when more than one Person is a Seller, a Seller (other than WestPoint) may terminate its obligation to sell its Receivables and Related Assets to WPS Finco if: (i) such Seller (a "Termixxxxxg Seller") shall have given WPS Finco no less than thirty (30) days' prior written notice of such Sexxxx's intention to terminate such obligations; (ii) an Authorized Officer of the Terminating Seller shall have certified that the termination by the Terminating Seller of its status as a Seller will not have a Material Adverse Effect; (iii) as of the date of such termination by the Terminating Seller and after giving effect thereto, Excess Availability shall have been not less than $5,000,000 for each of the immediately preceding thirty (30) consecutive days; (iv) both immediately before and after giving effect to such termination by the Terminating Seller, no Default or Event of Default shall have occurred and be continuing or shall reasonably be expected to occur. (b) Any termination by a Seller pursuant to Section 1.9(a) shall become effective on the first Business Day that follows the day on which the requirements of foregoing clauses (a)(i) through (a)(iv) shall have been satisfied (or such later date specified in the notice or certificate referred to in such clauses). Any termination by a Seller pursuant to Section 1.9(a) shall terminate such Seller's right and obligation to sell Receivables and Related Assets hereunder to WPS Finco and WPS Finco's agreement, with respect to such Seller, to purxxxxx such Recxxxxxxxs and Related Assets; provided, however, that such termination shall not relieve such Seller of any of its other Seller Obligations, to the extent such Seller Obligations relate to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination. (c) The right and obligation of a Seller (other than WestPoint) to sell its Receivables and Related Assets to WPS Finco shall terminate immediately if such Seller ceases to be a Subsxxxxxy of WestPoint; provided, however, that such termination shall not relieve such Seller of any of its other Seller Obligations, to the extent such Seller Obligations relate to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination.

Termination of Status as a Seller. (a) At any time --------------------------------- when more than one Person is a Seller, a Seller (other than WestPoint) may terminate its obligation to sell its Receivables and Related Assets to WPS Finco obligations as a Seller hereunder if: (i) such Seller (a "Termixxxxxg Terminating Seller") shall have given WPS Finco no the ------------------ Purchaser and its assigns not less than thirty (30) 30 days' prior written notice of such Sexxxx's its intention to terminate such obligations;terminate, (ii) an Authorized Officer authorized officer of the Terminating Seller shall have certified that the termination by the Terminating Seller of its status as a Seller will not have a Material Adverse Effect;material adverse effect on the business, financial condition, operations or assets of the Purchaser, and (iii) as of the date of such termination by the Terminating Seller and after giving effect thereto, Excess Availability shall have been not less than $5,000,000 for each of the immediately preceding thirty (30) consecutive days; (iv) both immediately before and after giving effect to such the termination by the Terminating Seller, no Default or Event of Default Termination shall have occurred and be continuing or shall reasonably be expected to occur. (b) occur as a result of such termination. Any termination by a Seller pursuant to Section 1.9(a) shall become effective on the first Business Day that follows the day on which the requirements of foregoing clauses (a)(ii) through (a)(iviii) shall have been satisfied (or such later date specified in the notice or certificate referred to in such the clauses). Upon such effectiveness, any reference to "Sellers" in this Agreement shall refer to the Sellers excluding the Terminating Seller. Any termination by a Seller pursuant to Section 1.9(a) shall terminate such its rights and obligations hereunder; provided, however, that the termination shall not -------- ------- relieve the Terminating Seller of obligations which relate to Transferred Receivables originated by or obligations of the Terminating Seller prior to the effective date of the termination. (b) A Seller's right and obligation to sell its Receivables and Related Assets hereunder to WPS Finco and WPS Finco's agreement, with respect the Purchaser shall terminate immediately if the Seller ceases to such Seller, to purxxxxx such Recxxxxxxxs and Related Assetsbe the Parent or an Affiliate of the Parent; provided, however, that such the termination shall not -------- ------- relieve such the Seller of any of its other Seller Obligations, to the extent such Seller Obligations obligations which relate to Transferred Receivables (and Related Assets with respect thereto) originated by such or obligations of the Seller prior to the effective date of such the termination. (c) The right . [Purchase and obligation of a Seller (other than WestPoint) to sell its Receivables and Related Assets to WPS Finco shall terminate immediately if such Seller ceases to be a Subsxxxxxy of WestPoint; provided, however, that such termination shall not relieve such Seller of any of its other Seller Obligations, to the extent such Seller Obligations relate to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination.Contribution Agreement] ARTICLE III

Termination of Status as a Seller. (a) At any time when more than one Person is a Seller, a Seller (other than WestPointWestPoint Stevxxx) may xxy terminate its obligation to sell its Receivables and Related Assets to WPS Finco ifFincx xx: (i) such Seller (a "Termixxxxxg Terminating Seller") shall have given WPS Finco no Fincx xx less than thirty (30) days' prior written notice of such SexxxxSeller's intention to terminate such obligations; (ii) an Authorized Officer of the Terminating Seller shall have certified that the termination by the Terminating Seller of its status as a Seller will not have a Material Adverse Effect;; and (iii) as of the date of such termination by the Terminating Seller and after giving effect thereto, Excess Availability shall have been not less than $5,000,000 for each of the immediately preceding thirty (30) consecutive days; (iv) both immediately before and after giving effect to such termination by the Terminating Seller, no Default Liquidation Event or Unmatured Liquidation Event of Default shall have occurred and be continuing or shall reasonably be expected to occur. (b) . Any termination by a Seller pursuant to this Section 1.9(a) shall become effective on the first Business Day that follows the day on which the requirements of foregoing clauses (a)(i) through (a)(iviii) shall have been satisfied (or such later date specified in the notice or certificate referred to in such clauses). Any termination by a Seller pursuant to this Section 1.9(a) shall terminate such Seller's right and obligation to sell Receivables and Related Assets hereunder to WPS Finco and Fincx xxx WPS Finco's agreementFincx'x xxxeement, with respect to such Seller, to purxxxxx purchase such Recxxxxxxxs Receivables and Related Assets; provided, however, that such termination shall not relieve such Seller of any of its other Seller Obligations, to the extent such Seller Obligations relate to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination. (cb) The right and obligation of a Seller (other than WestPointWestPoint Stevxxx) to xx sell its Receivables and Related Assets to WPS Finco shall Fincx xxxll terminate immediately if such Seller ceases to be a Subsxxxxxy Subsidiary of WestPointWestPoint Stevxxx; providedxxovided, however, that such termination shall not relieve such Seller of any of its other Seller Obligations, to the extent such Seller Obligations relate to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination.other

Termination of Status as a Seller. (a) At any time when more than one Person is a Seller, a Seller (other than WestPointNational Auto) may terminate its obligation to sell its Receivables and Related Assets to WPS Finco NAFCO if: (i) such Seller (a "Termixxxxxg Terminating Seller") shall have given WPS Finco no NAFCO not less than thirty (30) days' prior written notice of such SexxxxSeller's intention to terminate such obligations, which notice shall be given by NAFCO to the Trustee and the Applicable Rating Agencies; (ii) an Authorized Officer of the Terminating Seller National Auto shall have certified that the termination by of the Terminating Seller of its status as a Seller will not have a Material Adverse Effect; (iii) as of the date of such termination by the Terminating Seller and after giving effect thereto, Excess Availability shall have been not less than $5,000,000 for each of the immediately preceding thirty (30) consecutive days; (iv) both immediately before and after giving effect to such termination by the Terminating Seller, no Default Amortization Event or Unmatured Amortization Event of Default shall have occurred and be continuing or shall reasonably be expected to occur.; and (biv) the Rating Agency Condition has been satisfied with respect to such termination and the Trustee has consented to such termination. Any termination by a Seller pursuant to this Section 1.9(a) shall become effective on the first Business Day that follows the day on which the requirements of foregoing clauses (a)(i) through (a)(iviv) shall have been satisfied (or such later date specified in the notice or certificate referred to in such clauses). Any termination by a Seller pursuant to this Section 1.9(a) shall terminate such Seller's right and obligation to sell Receivables and Related Assets hereunder to WPS Finco NAFCO and WPS FincoNAFCO's agreement, with respect to such Seller, to purxxxxx purchase such Recxxxxxxxs Receivables and Related Assets; provided, however, that such termination shall not relieve such Seller of any of its other Seller Obligations, to the extent such Obligations related to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination. (b) A Seller's right and obligation to sell its Receivables and Related Assets to NAFCO shall terminate immediately if such Seller ceases to be a Subsidiary of National Auto; provided, however, that such termination shall not relieve such Seller of any of its other Obligations, to the extent such Obligations relate to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination. (c) The right and obligation of a Seller (other than WestPoint) to sell its Receivables and Related Assets to WPS Finco shall terminate immediately if such Seller ceases to be a Subsxxxxxy of WestPoint; provided, however, that such termination shall not relieve such Seller of any of its other Seller Obligations, to the extent such Seller Obligations relate to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination.

Termination of Status as a Seller. (a) At any time when more than one Person is a Seller, a Seller (other than WestPointWestPoint Xxxxxxx) may terminate its obligation to sell its Receivables and Related Assets to WPS Finco Xxxxx if: (i) such Seller (a "Termixxxxxg Terminating Seller") shall have given WPS Finco Xxxxx no less than thirty (30) days' prior written notice of such SexxxxSeller's intention to terminate such obligations; (ii) an Authorized Officer of the Terminating Seller shall have certified that the termination by the Terminating Seller of its status as a Seller will not have a Material Adverse Effect;; and (iii) as of the date of such termination by the Terminating Seller and after giving effect thereto, Excess Availability shall have been not less than $5,000,000 for each of the immediately preceding thirty (30) consecutive days; (iv) both immediately before and after giving effect to such termination by the Terminating Seller, no Default Liquidation Event or Unmatured Liquidation Event of Default shall have occurred and be continuing or shall reasonably be expected to occur. (b) . Any termination by a Seller pursuant to this Section 1.9(a) shall become effective on the first Business Day that follows the day on which the requirements of foregoing clauses (a)(i) through (a)(iviii) shall have been satisfied (or such later date specified in the notice or certificate referred to in such clauses). Any termination by a Seller pursuant to this Section 1.9(a) shall terminate such Seller's right and obligation to sell Receivables and Related Assets hereunder to WPS Finco Xxxxx and WPS Finco's Xxxxx'x agreement, with respect to such Seller, to purxxxxx purchase such Recxxxxxxxs Receivables and Related Assets; provided, however, that such termination shall not relieve such Seller of any of its other Seller Obligations, to the extent such Seller Obligations relate to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination. (cb) The right and obligation of a Seller (other than WestPointWestPoint Xxxxxxx) to sell its Receivables and Related Assets to WPS Finco Xxxxx shall terminate immediately if such Seller ceases to be a Subsxxxxxy Subsidiary of WestPointWestPoint Xxxxxxx; provided, however, that such termination shall not relieve such Seller of any of its other Seller Obligations, to the extent such Seller Obligations relate to Receivables (and Related Assets with respect thereto) originated by such Seller prior to the effective date of such termination.