Common use of Termination with Cause by Company; Company Termination Events Clause in Contracts

Termination with Cause by Company; Company Termination Events. Any of the following conditions or events shall constitute a "Company Termination Event" hereunder, and Company may terminate this Agreement immediately without further action if Bank causes such Company Termination Event to occur and be continuing: (a) If Bank shall: (i) generally not be paying its debts as they become due; (ii) file or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers for itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Bank to perform under this Agreement or the operation of the Plan; (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (viii) have a materially adverse change in its financial condition, including, but not limited to Bank being downgraded by a rating agency to a rating below an investment grade rating; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by Bank, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Bank, or if any petition for any such relief shall be filed against Bank and such petition shall not be dismissed within sixty (60) days; or (c) If Bank shall default in the performance of or compliance with any material term (other than the Service Standards) or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Bank shall not have remedied such default within thirty (30) days (or within five (5) days in the case of failure to pay Company pursuant to Section 3.6(a)) after written notice thereof shall have been received by Bank from Company; or (d) A Service Standards Termination Event shall have occurred.

Termination with Cause by Company; Company Termination Events. Any of the following conditions or events shall constitute a "“Company Termination Event" ” hereunder, and Company may terminate this Agreement immediately without further action if upon written notice by Company to Bank causes designating the occurrence of such Company Termination Event and the expiration of the applicable cure period, if any, designated below (provided, however, that Bank agrees upon request of Company to occur continue to authorize and process Purchases for up to ninety (90) days (or such greater period as is set forth in Schedule 9.5 in the event Company is proceeding to purchase the Portfolio) after such termination and to settle with Company with respect to the Transaction Records submitted by Company pursuant to the procedures set forth in Section 3.5, provided that during such ninety (90) day period (or longer period as set forth above) Bank shall not be continuing:required to perform any activities which would render Bank to be out of compliance with Applicable Law or cause Bank to operate in an unsafe and/or unsound manner) and, immediately after such termination becomes effective, notwithstanding anything in this Agreement to the contrary, Company shall have the option, but not the obligation, to purchase the Portfolio (the price and method of such purchase shall be as set forth in Schedule 9.5): (a) If Bank (or Bank’s parent company) shall: (i) generally not be paying its debts as they become due; (ii) file or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers for itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; or (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Bank to perform under this Agreement or the operation of the Plan; (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (viii) have a materially adverse change in its financial condition, including, but not limited to Bank being downgraded by a rating agency to a rating below an investment grade rating; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by Bank, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Bank, or if any petition for any such relief shall be filed against Bank and and, in any such event such order or petition shall not be dismissed within sixty ninety (6090) days; or (c) If (i) if Bank shall have failed to pay Company the Net Proceeds due under this Agreement and Bank fails to remedy such default within three (3) calendar days after the date payment is due to Company pursuant to Section 3.5 (a), or (ii) if Bank shall have failed to pay Company any other payment due under this Agreement and Bank fails to remedy such default within ten (10) calendar days after written notice of the default thereof shall have been received by Bank from Company, or (iii) except with respect to the Service Standards, if Bank shall materially default in the performance of or compliance with any material term (other than the Service Standards) or violates in a material manner any of the material covenants, representations, warranties or agreements contained in this Agreement in any material respect and Bank shall not have remedied such default (or removed the materiality thereof) within thirty (30) days (or within five (5) days in the case of failure to pay Company pursuant to Section 3.6(a)) after written notice of the default thereof shall have been received by Bank from Company; or (d) A Service Standards Termination Event If either the Parent Agreement or the Purchase Agreement have not been executed and delivered by the parties thereto within ten (10) Business Days after the Effective Date; or (e) The circumstances described in the last sentence of Section 9.4 shall have occurredoccur; or (f) As set forth in Schedule 9.3; or (g) If Bank shall receive an adverse opinion by its auditors or accountants as to its viability as a going concern and Company notifies Bank and requests to discuss the materiality and effects of such opinion with Bank; then (i) if Bank does not promptly respond to Company’s request or (ii) if, after such discussion, Company, in its reasonable discretion, determines that such opinion shall materially adversely affect the ability of Bank to perform under this Agreement.

Termination with Cause by Company; Company Termination Events. Any of the following conditions or events shall constitute a "“Company Termination Event" ” hereunder, and Company may terminate this Agreement immediately without further action if Bank causes such Company Termination Event to occur and be continuing:occurs; (a) If Bank shall: (i) generally not be paying its debts as they become due; (ii) file or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iiiii) make an assignment for the benefit of its creditors; (iviii) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers for itself or of any substantial part of its property; (viv) be adjudicated insolvent or be liquidated; or (v) be downgraded by a rating agency to [*]; or (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Bank to perform under this Agreement or the operation of the Plan; (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (viiivii) have breach or fail to perform or observe any covenant or other term contained in any creditor loan agreement, debt instrument or any other material agreement to which it is bound, which breach or failure, if left uncured could result in a materially adverse change in its financial condition, including, but not limited to Bank being downgraded by a rating agency to a rating below an investment grade ratingdefault of such agreement; or (b) If a court or government authority of competent jurisdiction shall enter an order appointing, without consent by Bank, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Bank, or if any petition for any such relief shall be filed against Bank and such petition shall not be dismissed within sixty (60) days[*]; or (c) If Bank shall default in the performance of or compliance with any material term (other than the Service Standards) or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Bank shall not have remedied such default within thirty (30) days (or within five (5) days in the case of failure to pay Company pursuant to Section 3.6(a)) after written notice thereof shall have been received by Bank from Company; or (d) A Service Standards Termination Event shall have occurred.

Termination with Cause by Company; Company Termination Events. Any of the following conditions or events shall constitute a "“Company Termination Event" ” hereunder, and Company may terminate this Agreement immediately without further action if Bank causes such Company Termination Event to occur and be continuing: (a) If Bank shall: (i) generally not be paying its debts as they become due; (ii) file or consent by answer or otherwise to the filing against it, of a petition for relief, reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction; (iii) make an assignment for the benefit of its creditors; (iv) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers for itself or of any substantial part of its property; (v) be adjudicated insolvent or be liquidated; (vi) take corporate action for the purpose of any of the foregoing and such event shall materially adversely affect the ability of Bank to perform under this Agreement or the operation of the Plan; (vii) receive an adverse opinion by its auditors or accountants as to its viability as a going concern; or (viii) have a materially adverse change in its financial condition, including, but not limited to Bank being downgraded by a rating agency to a rating below an investment grade rating; (ix) if Bank enters into a definitive agreement to sell any portion of the Company Portfolio to any person other than an Affiliate of Bank if the new issuer is not able to service the Portfolio in a substantially similar fashion as Bank as determined in Company’s reasonable discretion; or (x) fail to comply strictly with any obligation under Section 7.4; or (b) If a court or government authority Government Authority of competent jurisdiction shall enter an order appointing, without consent by Bank, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding up or liquidation of Bank, or if any petition for any such relief shall be filed against Bank and such petition shall not be dismissed within sixty (60) days; or (c) If Bank shall default in the performance of or compliance with any material term (other than the Service Standards) or violates in a material manner any of the covenants, representations, warranties or agreements contained in this Agreement and Bank shall not have remedied such default within thirty (30) days (or within five (5) days in the case of failure to pay Company pursuant to Section 3.6(a)) after written notice thereof shall have been received by Bank from Company; provided that Bank shall have no opportunity to remedy failure to comply strictly with any obligation under Section 7.4; or (d) A If a Service Standards Standard Termination Event shall have occurred.