Wind-Down Events. In the event a Wind-Down Event occurs, then (x) the Sponsor shall not have the right to request that any further Loan Commitments be established, and (y) the Servicer shall, within a reasonable period of time and in any event no later than thirty (30) days after the Facility Commitment Termination Date, give notice to each of the applicable Borrowers terminating the Line of Credit Commitments as of the date which is ninety (90) days after delivery of such notice, subject, in each case, to the right of the Borrowers to term out the amounts outstanding under their Line of Credit Commitments as set forth in Section 2.1(b) and Section 2.1(c), as applicable; provided, however, that the occurrence of such Wind-Down Event shall not affect the obligation of (i) the Servicer to make Advances pursuant to existing Line of Credit Commitments, except to the extent that the Line of Credit Commitments are terminated pursuant to clause (y) above, (ii) the Servicer to make Advances pursuant to existing Revolving Commitments, (iii) the Participants to fund their Participant’s Interest as provided herein, except to the extent that the Line of Credit Commitments are terminated pursuant to clause (y) above or (iv) the Credit Parties under the Operative Documents.
Wind-Down Events. In the event a Wind Down Event occurs, then (x) the Sponsor shall not have the right to request that any further Loan Commitments be established, and (y) the Servicer shall, within a reasonable period of time and in any event no later than thirty (30) days after the Commitment Termination Date, give notice to each of the Startup Franchisee Borrowers terminating the Startup Franchisee Loan Commitments as of the date which is ninety (90) days after delivery of such notice, subject, in each case, to the right of the Startup Franchisee Borrowers to term out the amounts outstanding under their Loan Commitments as set forth in Section 2.1(c); provided, however, that the occurrence of such Wind-Down Event shall not affect the obligation of (i) the Servicer to make Advances pursuant to existing Startup Franchisee Loan Commitments, except to the extent that the Startup Franchisee Loan Commitments are terminated pursuant to clause (y) above, (ii) the Participants to fund their Participant’s Interest as provided herein, except to the extent that the Startup Franchisee Loan Commitments are terminated pursuant to clause (y) above or (iii) the Credit Parties under the Operative Documents. In the event that a Wind Down Event occurs, then the Sponsor shall not have the right to request that any further Established Franchisee Loan Commitments be established; provided, however, that the occurrence of such Wind-Down Event shall not affect the obligation of (x) the Servicer to make Advances pursuant to existing Established Franchisee Loan Commitments, (y) the Participants to fund their Participant’s Interest as provided herein, or (z) the Credit Parties under the Operative Documents.
Wind-Down Events. The occurrence and continuation of any one of the following events shall be a “Wind-Down Event” under this Agreement:
(a) the Liquidity Provider or the Credit Support Provider shall have notified the Company that an event of default has occurred under the Liquidity Agreement or the Credit Support Agreement, respectively; or
(b) the Company’s Commercial Paper shall no longer be rated at least “A-2”, in the case of S&P, and at least “P-2”, in the case of Moody’s.
Wind-Down Events. Each of the following events shall constitute a “Wind-Down Event” within the meaning of this Receivables Purchase Agreement:
(a) The occurrence of any Event of Termination under the Sale Agreement or any ING Wind-Down Event; or
(b) The Servicer (if the Seller or any Affiliate of the Seller) shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (ii) of this Section 7.01(b)) and such failure shall remain unremedied for three Business Days after written notice from the Collateral Agent or (ii) either the Servicer (if the Seller or any Affiliate of the Seller) or the Seller shall fail to make any payment or deposit to be made by it hereunder when due and, solely in the case of any such payments which do not constitute payments of Capital or Yield, such failure shall remain unremedied for three (3) Business Days after written notice from the Collateral Agent; or
(c) The Seller shall fail to perform or observe any term, covenant or agreement contained in Section 5.03 and any such failure shall remain unremedied for five (5) Business Days after written notice from the Collateral Agent; or
(d) Any representation or warranty made or deemed to be made by the Seller (or any of its officers) under or in connection with this Receivables Purchase Agreement, any Settlement Report or other information or report delivered pursuant hereto shall prove to have been false or incorrect in any material respect when made; provided, however, that (i) to the extent any breach of any such representation or warranty may be cured within ten (10) Business Days, the Seller shall have ten (10) Business Days after learning of such breach to make such representation and warranty true and correct and (ii) if any such false or incorrect representation or warranty has given rise to a deemed Collection as provided under Section 2.04 of this Receivables Purchase Agreement, then, upon the Seller’s payment of such deemed Collection at the time and in the manner required under this Receivables Purchase Agreement, the breach of such representation or warranty shall not give rise to a Wind-Down Event under this subsection (d); or
(e) The Seller shall fail to perform or observe any other term, covenant or agreement contained in this Receivables Purchase Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten (10) Business Days after written notice from the Collateral Agent (it being understood tha...
Wind-Down Events. In the event that the Commitment is not extended for any reason and the Commitment Termination Date occurs, then (x) the Sponsor shall not have the right to request that any further Loan Commitments be established, and (y) the Bank shall, within a reasonable period of time and in any event no later than thirty (30) days after the Commitment Termination Date, give notice to each of the Borrowers terminating the Loan Commitments as of the date which is ninety (90) days after delivery of such notice; provided, however, that the occurrence of such Wind-Down Event shall not affect the obligation of (i) the Bank to make Loans pursuant to existing Loan Commitments, except to the extent that the Loan Commitments are terminated pursuant to clause (y) above or (ii) the Credit Parties under the Operative Documents.
Wind-Down Events. If a Wind-Down Event shall have occurred, the Total Commitment shall equal zero as of the Wind-Down Date. Upon the occurrence of a Wind-Down Event, and upon the written instructions of the Controlling Party, Recco shall take such action or shall cause such action to be taken pursuant to any and all Interest Rate Hedge Mechanisms and/or enter into any Hedge Agreement at the sole expense of Recco promptly upon the request of the Controlling Party. In addition, the Controlling Party shall be entitled to exercise any additional rights it may have pursuant to the Operative Documents, including, without limitation, the right to implement a Complete Servicing Transfer under the Sale Agreement, and the right to redirect the payments of Obligors directly to the Controlling Party or such other Person that the Controlling Party may designate.
Wind-Down Events. The CDS Program shall commence winding down in accordance with Section 12.2 upon the occurrence of any of the events (each, a "WIND-DOWN EVENT") expressly described below:
(k) and
Wind-Down Events. The occurrence of any of the following events shall constitute a "Wind-Down Event:"
(i) an Event of Default is then contining;
(ii) amounts invested under Qualified Investment Agreements exceed the then applicable Program Limit;
(iii) from and after the date set forth in a written notice from XLCA to the Investment Agreement Provider, which date shall be as set forth in Section 3.14 (iv) or (v) hereof, unless such notice is withdrawn; or
(iv) any Provider Entity is required to register under the Investment Company Act. The Wind Down Event set forth in clause (ii) above may be cured by the Provider Entities one time. Any subsequent occurrence of such event or condition shall only be subject to waiver by XLCA.
Wind-Down Events. The occurrence and continuation of any one of the following events shall be a "WIND-DOWN EVENT" under this Agreement:
(a) the Liquidity Provider or the Credit Support Provider shall have notified the Company that an event of default has occurred under the Liquidity Agreement or the Credit Support Agreement, respectively;
(b) the Company's Commercial Paper shall no longer be rated at least "A-2", in the case of S&P, and at least "P-2", in the case of Moody's;
(c) a downgrade in the claims-paying ratxxx xx the Surety Bond Provider below "Aa" or "AA" by either Moody's or S&P.
Wind-Down Events. The occurrence and continuation of any one of the following events shall be a "Wind-Down Event" under this Agreement:
(a) the Liquidity Provider or the Credit Support Provider shall have notified the Agent that an event of default has occurred under the Liquidity Agreement or the Credit Support Agreement, respectively;
(b) the Company's Commercial Paper shall no longer be rated at least "A-2", in the case of S&P, and at least "P-2", in the case of Xxxxx'x; or
(c) either the Liquidity Fee or the Unused Portion of the Surety Bond Premium shall not be paid pursuant to Section 5.1.
