Amortization Events. If any one of the following events shall occur: (a) failure on the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder; (b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement; (c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”); (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act; (e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a); (f) a Servicer Default shall occur; or (g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust), Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust), Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of Seller or the Sellers (i) Servicer shall fail to make remit or fail to cause to be remitted to the Administrator, any payment or deposit required by the terms of this Agreement Purchaser Agent or any Supplement Purchaser on any day any Collections, including any amounts to be remitted to reduce the Invested Amount or before any portion thereof, or interest or fees set forth in any Fee Letter and required to be remitted to the date occurring five Administrator, any Purchaser Agent or any Purchaser on such day, and with respect to failure to remit interest or any such fees, such failure shall continue for two Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, interest or to the Sellers and the Trustee by an Investor Certificateholder;fees becomes due; or
(b) the Seller or the Servicer shall fail to deposit, or pay or fail to cause to be deposited or paid when due any representation other amount due hereunder or warranty shall fail to deliver any Settlement Report and such failure shall continue for two (2) Business Days after the date when such amount or Settlement Report became due; or
(c) any representation, warranty, certification or statement made by the Sellers in Seller or the Servicer under this Agreement or in any Supplement agreement, certificate, report, appendix, schedule or document furnished by the Seller or the Servicer to the Administrator, any Purchaser Agent or any information to identify the Accounts required to be delivered by the Sellers Purchaser pursuant to Section 2.01 or 2.09 (i) in connection with this Agreement shall prove to have been incorrect false or misleading in any respect material respect when to this Agreement or the transactions contemplated hereby as of the time made or when delivereddeemed made (including by omission of material information necessary to make such representation, warranty, certification or statement not misleading) and which continues to be incorrect false or misleading in any material respect for a period of 60 days ten (10) Business Days after either (i) any Responsible Officer of the date on which notice of such failure, requiring Seller or the same to be remedied, shall have been given to the Sellers by the Trustee, Servicer becomes aware thereof or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating notice thereof to such Seller or of or relating to all or substantially all its propertyPerson by the Administrator, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; Purchaser Agent or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);Purchaser; or
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables Change in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Control shall occur with respect to all outstanding Series without the Performance Guarantor; or
(e) except as otherwise provided in this Section 9.1, the Seller or the Servicer shall default or fail in the performance or observance of any notice other covenant, agreement or other action on the part duty applicable to it contained herein and such default or failure shall continue for ten (10) Business Days after either (i) any Responsible Officer of the Trustee Seller or the Certificateholders immediately upon Servicer becomes aware thereof or (ii) notice thereof to such Person by the occurrence Administrator, any Purchaser Agent or any Purchaser; or
(f) the Seller shall fail to pay any Indebtedness when due and such failure shall continue beyond the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or AmerisourceBergen or any of its Consolidated Subsidiaries (other than the Seller, if applicable) shall fail to pay any Indebtedness in excess of $25,000,000 of AmerisourceBergen or any of its Consolidated Subsidiaries, as the case may be, or any interest or premium on such Indebtedness, in either case, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such event.default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or a final court decision of $25,000,000 or more shall be rendered against AmerisourceBergen or any of its Consolidated Subsidiaries and (i) such amount remains unpaid and (ii) AmerisourceBergen or the relevant Consolidated Subsidiary does not, in good faith, contest such decision within the relevant statutory period; or
Appears in 3 contracts
Sources: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Amerisourcebergen Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) Any Seller Party shall fail to make any payment or deposit required by the terms of under this Agreement or any Supplement other Transaction Document to which it is a party on or before the date occurring five within one (1) Business Days Day after the date such payment or deposit on which the same is required to be made.
(b) Any Seller Party shall fail to perform or observe any covenant contained in any provision of Section 7.2 (other than Section 7.2(c)) or Section 8.5.
(c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 9.1) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days following the earlier to occur of (i) notice from the Administrative Agent or any Purchaser of such nonperformance or non-observance, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice a Responsible Officer of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, Seller Party otherwise becomes aware of such non-performance or to the Sellers and the Trustee by an Investor Certificateholder;non-observance.
(bd) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement or any information to identify the Accounts other document required to be delivered by the Sellers pursuant to Section 2.01 hereto or 2.09 (i) thereto shall prove to have been incorrect when made or deemed made in any material respect when made and is not cured within five (5) Business Days following the earlier to occur of (i) notice from the Administrative Agent or when delivered, which continues to be incorrect in any material respect for a period Purchaser of 60 days after such inaccuracy or (ii) the date on which notice a Responsible Officer of such failure, requiring Seller Party otherwise becomes aware of such inaccuracy; provided that the same materiality threshold in this subsection shall not be applicable with respect to be remedied, any representation or warranty which itself contains a materiality threshold although the five (5) Business Day cure period shall have been given continue to apply.
(i) Seller shall default in the Sellers by the Trusteepayment when due of any principal of or interest on any Indebtedness, or to any event or condition shall occur which results in the Sellers and acceleration of the Trustee by an Investor Certificateholder, and maturity of any such Indebtedness; or (ii) as a result any Originator shall default, or the Performance Guarantor or any of such incorrectness its Subsidiaries (other than an Originator or Seller) shall default, in the interests of the Investor Certificateholders payment when due of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller principal or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in interest on any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such SellerMaterial Indebtedness; or any event or condition shall occur which results in the acceleration of the Sellers maturity of any such Material Indebtedness.
(i) Any Seller Party, any Originator or any Significant Subsidiary (as defined in the RPM Credit Agreement) shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator or any Significant Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property or (iii) any such act Seller Party, any Originator or occurrence being an “Insolvency Event”any Significant Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (f).
(g) Seller shall fail to comply with the terms of Section 2.6 hereof.
(h) As at the end of any calendar month:
(i) the average of the Dilution Ratios for the three months then most recently ended shall exceed 4.5%;
(dii) the Trust Days Sales Outstanding shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurnot exceed 73; or
(giii) a Transfer Restriction Event the average of the Past Due Ratios for the three months then most recently ended shall exceed 6.0%.
(i) A Change of Control shall occur; then.
(j) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $75,000,000, individually or in the case of any event described in paragraph (a)aggregate, (b) shall be entered against the Servicer on claims not covered by insurance or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates as to which the insurance carrier has denied its responsibility, and such event relates by notice then given to judgment shall continue unsatisfied and in effect for ten (10) consecutive days without a stay of execution.
(k) Either (i) the Sellers “Termination Date” under and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, defined in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Receivables Sale Agreement shall occur with respect to all outstanding Series any Originator or (ii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement, provided, however, that upon 30 days’ prior written notice, an Originator may cease to sell or contribute Receivables to the Seller under the Receivables Sale Agreement without any notice causing an Amortization Event under this Agreement if (1) such Originator has consolidated or other action merged with or into another Originator, or (2) to the extent that (a) Aggregate Capital plus Aggregate Reserves continue to be equal to or less than the Adjusted Net Receivables Balance after such Originator ceases to sell or contribute, (b) RPM-Delaware and the remaining Originators agree to such modified transaction terms which may be requested by the Administrative Agent and the Purchasers as being necessary to maintain an implied rating equivalent to the implied rating of the facility evidenced by this Agreement prior to such Originator ceasing to sell or contribute, as determined in the exercise of the Administrative Agent’s and the Purchasers’ reasonable credit judgment, including to (I) establish the Dilution Ratio, Delinquency Ratio and Past Due Ratio for this Agreement after such Originator ceases to sell or contribute which shall be set and calculated consistent with the methodology used to set and calculate such ratios prior to such Originator ceasing to sell or contribute, (II) establish Concentration Limits and Aggregate Reserves for the facility evidenced by this Agreement after such Originator ceases to sell or contribute which shall be set and calculated consistent with such methodology prior to such Originator’s ceasing to sell or contribute and (III) establish standards for items (ii)-(v) of the definition of “Eligible Receivable” which are consistent with those required for the Facility prior to such Originator’s ceasing to sell or contribute and are based on the part Receivables of the Trustee remaining Originators, and (c) no Amortization Event or Potential Amortization Event shall exist after such Originator shall cease to sell or contribute.
(l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Certificateholders immediately Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(m) The Performance Guarantor shall fail to pay, upon demand, any amount required to be paid by it under the occurrence Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of RPM-Delaware, or RPM-Delaware shall directly or indirectly contest in any manner such eventeffectiveness, validity, binding nature or enforceability.
(n) [Reserved].
(o) At any time that the Servicer Rating Condition is not satisfied, RPM-Delaware shall permit the ratio, calculated as at the end of each fiscal quarter ending after the date of this Agreement for the four fiscal quarters then ended, of EBITDA for such period to Interest Expense for such period to be less than (x) so long as the following clause (y) does not then apply, 3.5:1.0 or (y) such other required ratio of EBITDA to Interest Expense set forth in the RPM Credit Agreement, so long as each of the Purchasers has consented in writing after the date hereof to such change under this Agreement (it being understood that such consent to be granted or withheld by each Purchaser in its sole discretion). For purposes of this clause (o), unless otherwise defined in this Agreement, terms used herein (including all defined terms used within such terms) shall have the respective meaning assigned to such terms in the RPM Credit Agreement, (i) without giving effect to any subsequent amendment, restatement or supplement thereof that was not consented to in writing by each of the Purchasers under this Agreement and (ii) regardless of whether or not the RPM Credit Agreement is substituted, replaced, terminated or any of the provisions therein are or become unenforceable in whole or in part as against any party thereto.
Appears in 3 contracts
Sources: Receivables Purchase Agreement (RPM International Inc/De/), Receivables Purchase Agreement (RPM International Inc/De/), Receivables Purchase Agreement (RPM International Inc/De/)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) The Borrower shall fail to make any payment or deposit of Principal required by to be paid to a Lender, the terms of Administrative Agent or an Indemnified Party under this Agreement or any Supplement on other Transaction Document when due or before Seller shall fail to make any payment pursuant to Section 3.2 of the date occurring Purchase Agreement when due, (ii) the Borrower shall fail to make any payment or deposit of Interest or Fees within five (5) Business Days after the due date such thereof, or (iii) the Borrower or Seller shall fail to make any other payment or deposit is required to be madepaid to a Lender, the Administrative Agent or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in an Indemnified Party under this Agreement or any Supplement, other Transaction Document to which failure has it is a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 party within thirty (30) days after the earlier of the date on which (x) notice of such failure, requiring the same to be remedied, shall have has been given to the Sellers such Person by the Trustee, Administrative Agent or to the Sellers and the Trustee by a Lender of such occurrence or (y) an Investor Certificateholder;Authorized Officer of such Person shall have knowledge thereof.
(b) any representation The Borrower shall fail to perform or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect observe in any material respect when made or when delivered, which continues to be incorrect any covenant contained in any material respect for a period provision of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a5.1(b)(i), (b) or (fSection 5.1(o), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such noticeSection 5.2(b), and, in the case of any event described in paragraph (c), (d), (h), and (i) and, with respect to Section 5.2(i), such failure shall continue for ten (10) days after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (ii) an Authorized Officer of the Borrower shall have knowledge thereof.
(c) The Borrower or Seller shall fail to perform or observe in any material respect any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section) or any other Transaction Document to which it is a party and such failure shall continue for thirty (30) days after the earlier of the date on which (i) notice has been given to such Person by the Administrative Agent or a Lender of such non‑performance or non‑observance, or (ii) an Authorized Officer of such Person otherwise becomes aware of such non‑performance or non‑observance.
(d) Any representation, warranty or certification made by the Borrower or Seller in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or thereto shall prove to have been incorrect when made in any material respect and such deficiency remains unremedied for five (5) days after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (ii) an Authorized Officer of such Person shall have knowledge thereof; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.
(e) On any day a Borrowing Base Deficiency shall exist and remain unremedied for two (2) Business days after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (g), subject to applicable law, ii) an Amortization Authorized Officer of the Borrower shall have knowledge thereof.
(f) An Event of Bankruptcy shall occur with respect to all outstanding Series without any notice or other action on Loan Party.
(g) As at the part end of any Calculation Period:
(i) The average of the Trustee Delinquency Ratios for the three months then most recently ended shall exceed 4.50%;
(ii) The average of the Default Ratios for the three months then most recently ended shall exceed 2.00%;
(iii) The average of the Dilution Ratios for the three months then most recently ended shall exceed 2.00%; or
(iv) The average of the Days Sales Outstanding Ratios for the three months then most recently ended shall exceed 60 days;
(h) The occurrence and continuation of a Servicer Termination Event.
(i) The Borrower shall cease to be Solvent.
(i) One or more final judgments for the Certificateholders immediately upon payment of money in an amount in excess of the minimum claim amount required to commence an involuntary case against the Borrower under Section 303(b)(1) or (2) of the Federal Bankruptcy Code, as adjusted from time to time under Section 104 of the Federal Bankruptcy Code, individually or in the aggregate, shall be entered against the Borrower by any Person other than a party hereto, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against Seller by any Person other than a party hereto on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for sixty (60) consecutive days without a stay of execution, and in each case such failure to satisfy or stay such judgment shall remain unremedied for five (5) days after the earlier of the date on which (x) notice has been given to such Person by the Administrative Agent or a Lender of such occurrence or (y) an Authorized Officer of such Person shall have knowledge thereof.
(k) The Seller shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Borrower under the Purchase Agreement, other than pursuant to Section 6.2 of the Purchase Agreement as a result of the occurrence of the Facility Termination Date.
(i) This Agreement or any other Transaction Document shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Borrower, the Servicer or Seller, (ii) the Borrower, the Servicer or Seller shall directly or indirectly contest in any manner effectiveness, validity, binding nature or enforceability of this Agreement or any other Transaction Document, (iii) the Administrative Agent for the benefit of the Lenders shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto or (iv) the Collection Accounts shall cease to be maintained in a manner consistent with Section 5.1(j).
(m) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables or Related Security and such eventlien shall not have been released within ten (10) Business Days.
(n) One or more final judgments shall have been entered against the Borrower or a member of its Controlled Group either (i) requiring termination or imposing liability (other than for premiums under Section 4007 of ERISA) under Title IV of ERISA in respect of, or requiring a trustee to be appointed under Title IV of ERISA to administer any Pension Plan or Pension Plans having aggregate Unfunded Liabilities in excess of $50,000,000 or (ii) in an action relating to a Multiemployer Plan involving a current payment obligation in excess of $50,000,000, which judgment, in either case, has not been satisfied or stayed within sixty (60) days and such failure to satisfy or stay is unremedied for five (5) days after the earlier of the date on which (x) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (y) an Authorized Officer of the Borrower shall have knowledge thereof.
(o) A Change of Control shall occur with respect to the Borrower.
Appears in 3 contracts
Sources: Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc), Credit and Security Agreement (Martin Marietta Materials Inc)
Amortization Events. If any one of the following events shall occur:occur with respect to any Series of Notes (each, an “Amortization Event”):
(a) failure on the part occurrence of the Sellers (i) an Event of Bankruptcy with respect to make any payment ZVF or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor CertificateholderZipcar;
(b) any representation the Securities and Exchange Commission or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority other regulatory body having jurisdiction in the premises for the appointment of reaches a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become final determination that ZVF is an “investment company” within or is under the meaning “control” of an “investment company” under the Investment Company Act;
(c) the ZVF Lease is terminated for any reason;
(d) any Lease Payment Default shall have occurred;
(e) any Aggregate Asset Amount Deficiency exists and continues for a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five period of three Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)Days;
(f) any Operating Lease Event of Default (other than a Lease Payment Default) shall have occurred and be continuing;
(g) there shall have been filed against Zipcar or ZVF (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that could reasonably be expected to attach to the assets of ZVF and 30 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(h) subject to Section 8.7(b) herein, any of the Related Documents or any material portion thereof (other than any Related Document which relates solely to any Segregated Series of Notes) shall cease, for any reason, to be in full force and effect or enforceable in accordance with its terms or Zipcar or ZVF shall so assert in writing;
(i) any Servicer Default or any Administrator Default shall occurhave occurred; or
(gj) any other event shall occur which may be specified in any Series Supplement (other than a Transfer Restriction Event shall occurSegregated Series Supplement) as an “Amortization Event”; then, then (i) in the case of any event described in paragraph (a), (b) or clause (f), (g), (h), (i) or (j) above (with respect to clause (j) above, only to the extent specified in the applicable Series Supplement), either the Trustee Trustee, by written notice to ZVF, or the Holders of Investor Certificates evidencing more than 50% Required Noteholders of the aggregate unpaid principal amount of any applicable Series of Investor Certificates Notes, by written notice to which such event relates by notice then given to the Sellers ZVF and the Servicer (and to the Trustee if given by the Investor Certificateholders) Trustee, may declare that an amortization event (an “Amortization Event”) Event has occurred with respect to such Series of Notes as of the date of such notice, and, the notice or (ii) in the case of any event described in paragraph clause (a), (b), (c), (d), ) or (e) or (g), subject to applicable lawabove, an Amortization Event shall occur with respect to all Series of Notes then outstanding Series shall immediately occur without any notice or other action on the part of the Trustee or any Noteholder or (iii) in the Certificateholders case of any event described in clause (j) above (only to the extent specified in the applicable Series Supplement), an Amortization Event with respect to the related Series of Notes shall immediately upon occur without any notice or other action on the occurrence part of the Trustee or any Noteholder; provided, that, the events described in clauses (a) through (i) above shall not cause an Amortization Event to occur with respect to any Segregated Series of Notes (unless otherwise specified in the Series Supplement for any such eventSegregated Series).
Appears in 2 contracts
Sources: Base Indenture (Zipcar Inc), Base Indenture (Zipcar Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) (A) during a Level One Enhancement Period, to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five hereunder when due and such failure shall continue for two (2) Business Days after the date such and (B) during a Level Two Enhancement Period or a Level Three Enhancement Period, to make any payment or deposit is required to be madehereunder when due and such failure shall continue for one (1) Business Day, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants than as referred to in clause (i) of this paragraph (a) and Section 9.1(b) through (k)) and such failure shall continue for five (5) consecutive Business Days or agreements of a “Servicer Default” shall occur under (and as such term is defined in) the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;Servicing Agreement.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (ii) with respect to any representations, warranties, certifications or statements which do not contain a materiality qualifier, incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) (i) Failure of Seller to pay any Indebtedness when due or the failure of Servicer to pay Indebtedness when due in excess of $25,000,000 and such failure shall continue after any applicable grace period; or (ii) the Sellers default by any Seller Party in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity, unless the obligor under or holder of such Indebtedness shall consent have waived in writing such circumstance, or such circumstance has been cured so that such circumstance is no longer continuing; or (iii) any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the appointment date of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Sellermaturity thereof; or (iv) any Indenture Event of the Sellers Default shall occur.
(i) Any Seller Party shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, property and, in the case of any event described in paragraph such proceeding instituted against it (cbut not instituted by it), any such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur or (iii) any Seller Party shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d), .
(e) Seller shall fail to comply with the terms of Section 2.7 hereof.
(f) As at the end of any Accrual Period, (i) the average of the Dilution Ratios as of the end of such Accrual Period and the two preceding Accrual Periods shall exceed 2.75%, (ii) the average of the Default Ratios as of the end of such Accrual Period and the two preceding Accrual Periods shall exceed 3.50%, (iii) the average of the Past Due Ratios as of the end of such Accrual Period and the two preceding Accrual Periods shall exceed 7.25% and (iv) the average of the Days Sales Outstanding Ratios as of the end of such Accrual Period and the two preceding Accrual Periods shall exceed 55 days.
(g) A Change of Control shall occur.
(h) (i) One or more final judgments for the payment of money in an amount in excess of $10,000 shall be entered against Seller or (gii) one or more final judgments for the payment of money in an amount in excess of $25,000,000 in the aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and (i) enforcement proceedings have been commenced by any creditor upon any such judgment or (ii) such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer Receivables to Seller under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), subject or shall cease to applicable lawbe effective or to be the legally valid, an Amortization Event binding and enforceable obligation of Seller, or the Administrative Agent for the benefit of the Purchasers shall occur cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Specified Accounts.
(k) Either of the following events shall occur: (i) Consumers shall fail to all outstanding Series without maintain a ratio of Total Consolidated Debt to Total Consolidated Capitalization of not greater than 0.65 to 1.0 or (ii) Consumers shall permit the ratio, determined as of the end of each of its fiscal quarters for the then most-recently ended four fiscal quarters, of (A) Consolidated EBIT to (B) Consolidated Interest Expense to be less than 2.0 to 1.0. Defined terms used in this Section 9.1(k) shall have the meanings given to such terms in Schedule C.
(l) Any term or provision of the Securitization Charge Sale Agreement or the Servicing Agreement shall be amended, waived or otherwise modified in any notice or other action manner which, in the judgment of the Administrative Agent, has an adverse effect on the part Administrative Agent’s or the Purchasers’ interests under this Agreement.
(m) Originator shall fail to provide the Administrative Agent (as assignee of Buyer), within fifteen (15) days of the Trustee or Closing Date, acknowledgement copies evidencing the Certificateholders immediately upon filing of UCC-3 financing statements substantially in the occurrence form of such eventExhibit VII to the Receivables Sale Agreement amending the UCC-1 Financing Statements filed pursuant to the Supplement Indentures Sixty-Eighth through Seventy-Fifth, Seventy-Seventh, Seventy-Ninth, Eightieth, Eighty-Third, and Eighty-Seventh through Ninety.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (CMS Energy Corp), Receivables Purchase Agreement (CMS Energy Corp)
Amortization Events. If any one of the following events shall occur:occur during the Revolving Period, the Accumulation Period or the Controlled Amortization Period with respect to any Series of Notes (each, an “Amortization Event”):
(a) failure on the part occurrence of the Sellers (i) an Event of Bankruptcy with respect to make any payment Hertz Vehicles LLC, HGI, HVF or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor CertificateholderHertz;
(b) any representation the Securities and Exchange Commission or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority other regulatory body having jurisdiction in the premises for the appointment of reaches a conservatorfinal determination that Hertz Vehicles LLC, receiver HGI or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become HVF is an “investment company” within or is under the meaning “control” of an “investment company” under the Investment Company Act;
(c) the HVF Lease is terminated for any reason;
(d) any Lease Payment Default shall have occurred;
(e) any Aggregate Asset Amount Deficiency exists and continues for a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five period of three Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)Days;
(f) any Operating Lease Event of Default (other than a Lease Payment Default) shall have occurred and be continuing;
(g) there shall have been filed against Hertz, Hertz Vehicles LLC, HGI or HVF (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that could reasonably be expected to attach to the assets of Hertz Vehicles LLC, HVF or any HVF Exchange Account and 30 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(h) subject to Section 8.7(b) herein, any of the Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms or Hertz, the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI or HVF shall so assert in writing;
(i) any Servicer Default or any Administrator Default shall occurhave occurred; or
(gj) a Transfer Restriction Event any other event shall occuroccur which may be specified in any Series Supplement as an “Amortization Event”; then, then (i) in the case of any event described in paragraph (a), (b) or clause (f), (g), (h), (i) or (j) above (with respect to clause (j) above, only to the extent such Amortization Event is subject to waiver as set forth in the applicable Series Supplement), either the Trustee Trustee, by written notice to HVF, or the Holders of Investor Certificates evidencing more than 50% Required Noteholders of the aggregate unpaid principal amount of any applicable Series of Investor Certificates Notes, by written notice to which such event relates by notice then given to the Sellers HVF and the Servicer (and to the Trustee if given by the Investor Certificateholders) Trustee, may declare that an amortization event (an “Amortization Event”) Event has occurred with respect to such Series as of the date of such notice, and, the notice or (ii) in the case of any event described in paragraph clause (a), (b), (c), (d), ) or (e) or (g), subject to applicable lawabove, an Amortization Event shall occur with respect to all Series of Notes then outstanding Series shall immediately occur without any notice or other action on the part of the Trustee or any Noteholder or (iii) in the Certificateholders case of any event described in clause (j) above (only to the extent such Amortization Event is not subject to waiver as set forth in the applicable Series Supplement), an Amortization Event with respect to the related Series of Notes shall immediately upon occur without any notice or other action on the occurrence part of such eventthe Trustee or any Noteholder.
Appears in 2 contracts
Sources: Base Indenture (Hertz Corp), Base Indenture (Hertz Global Holdings Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(ai) failure on the part of the Sellers Any Seller Party shall fail (iA) to make any payment or deposit required by the terms hereunder when due, which failure continues for two (2) consecutive days after such Seller Party has received notice, or has actual knowledge, of such failure, or (B) to perform or observe in any material respect any term, covenant or agreement hereunder (other than as referred to in clause (i) of this Agreement or any Supplement on or before the date occurring five paragraph (a) and Section 9.1(d)) and such failure, if capable of cure, shall continue for ten (10) consecutive Business Days after the date such payment Seller Party has received notice, or deposit is required to be madehas actual knowledge, of such failure; or (ii) duly Cardinal shall fail to observe or perform make any other covenants or agreements payment in respect of the Sellers set forth in this Agreement Demand Loans, whether upon demand or any Supplement, which when otherwise due and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 two (2) consecutive days after the date on which notice any Seller Party has received notice, or has actual knowledge, of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivereddeemed made and, which continues to be incorrect in any material respect if capable of cure, such breach shall continue for a period of 60 days ten (10) consecutive Business Days after the date on which notice such Seller Party has received notice, or has actual knowledge, of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;breach.
(c) (i) Failure of Seller to pay any Indebtedness when due in excess of $15,775 (such Indebtedness being referred to hereinafter as “Seller’s Material Indebtedness”); or the Sellers shall consent to default by Seller in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any Seller’s Material Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller’s Material Indebtedness to cause, such Seller’s Material Indebtedness to become due prior to its stated maturity; or any of the Sellers Seller’s Material Indebtedness shall admit in writing its inability be declared to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency be due and payable or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant be prepaid (other than by a regularly scheduled payment) prior to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventmaturity thereof.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Cardinal Health Inc)
Amortization Events. If any one of the following events shall occuroccur with respect to any Series of Investor Certificates:
(a) failure on the part of the Sellers Transferor (i) to make any payment or deposit required by the terms of this Agreement or any a related Series Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, made herein or (ii) duly to observe or perform in any material respect any other material covenants or agreements of the Sellers Transferor set forth in this Agreement or any a Series Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers Transferor by the Trustee, or to the Sellers Transferor and the Trustee by an the Investor CertificateholderCertificateholders evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby;
(b) any representation or warranty made by the Sellers in this Agreement by the Transferor or any a Series Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) contained in Schedule 1 hereto shall prove to have been incorrect in any material respect when made or when delivered, which representation, warranty or Schedule 1 continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers Transferor by the Trustee, or to the Sellers Transferor and the Trustee by an the Holders of Investor Certificateholder, and (ii) as a result of such incorrectness the interests Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Investor Certificateholders Class Invested Amount of any Class of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreementaffected thereby;
(c) the Transferor or any Additional Originator that is subject to the bankruptcy laws of the Sellers United States of America shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; the Transferor or any such Additional Originator shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable federal law, or shall consent to the filing of any such petition, answer, or consent; or the Transferor or any such Additional Originator shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;
(d) Discover Bank or any Additional Originator that is not subject to the bankruptcy laws of the United States of America shall consent to the appointment of a conservator, conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Discover Bank or any such SellerAdditional Originator; or Discover Bank or any of the Sellers such Additional Originator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”)obligations;
(de) any order for relief against the Transferor or any Additional Originator that is subject to the bankruptcy laws of the United States of America shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the Transferor or any such Additional Originator under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the Transferor any such Additional Originator, or of any substantial part of the property of the Transferor or any such Additional Originator, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days;
(f) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement and such inability shall continue for five Business Days;
(g) any Originator shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement and such inability shall continue for five Business Days;
(h) the Trust shall become an “investment company” within the meaning of the Investment Company ActAct of 1940, as amended;
(ei) a failure by any Master Servicer Termination Event or any Servicer Termination Event shall occur;
(j) the Sellers amount of Principal Receivables in the Trust at the end of any Due Period shall be less than the Minimum Principal Receivables Balance and the Transferor shall have failed to convey assign Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after on behalf of the Holder of the Transferor Certificate in at least the amount of such deficiency by the tenth day on which they are required to convey of the calendar month of the following due Period (for purposes of this clause (i) the amount of Receivables in Additional Accounts shall be determined as of the last day of the Due Period preceding the assignment of such Receivables or Participation Interests pursuant to Section 2.09(athe Trust);
(f) a Servicer Default shall occur; or
(gk) a Transfer Restriction any other event specified as an Amortization Event in the Series Supplement for such Series shall occur; then, in the case of any event described in paragraph subparagraph (a), (b) or (fi), after any applicable grace period set forth in such subparagraphs, either the Trustee or the Holders of Investor Certificates of any Class materially adversely affected thereby evidencing more Fractional Undivided Interests aggregating not less than 5051% of the aggregate unpaid principal amount Class Invested Amount of any Series of Investor Certificates to which such event relates Class by notice then given in writing to Discover Funding as the Sellers Holder of the Transferor Certificate and the Master Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, ; in the case of any event described in paragraph subparagraphs (c), (d), (e) or ), (f), (g), subject to applicable law(h) or (j) an Amortization Event shall occur immediately upon the occurrence of such event; and in the case of any event described in subparagraph (k), an Amortization Event shall occur with respect to all outstanding such Series without any pursuant to the terms of such Series Supplement. If an Amortization Event described in subparagraphs (c), (d), (e), (f), (g), (h) or (j) shall occur, this Section 9.01 constitutes written notice or other action on by the part Trustee and not less than 51% of the Trustee or Class Invested Amount of each Class of each Series then outstanding to the Certificateholders immediately upon Master Servicer and Transferor that such Amortization Event has occurred. No additional notice of any kind, which is hereby waived by the Transferor and the Master Servicer, shall be required as a condition of the occurrence of such event.any Amortization Event described in subparagraphs (c), (d), (e), (f), (g), (h) or
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a) and paragraph 9.1(e)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;three (3) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party or Provider in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness (other than Indebtedness hereunder), which individually or together with other such Indebtedness as to which any failure exists (other than Indebtedness hereunder) has an aggregate outstanding principal amount equal to or greater than $30,000,000, when due; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(d) Any Seller Party, any Subsidiary of Seller, Provider or any Material Provider Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Subsidiary of Seller, Provider or any Material Provider Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations (property; provided that in the event any such act proceeding shall have been instituted against such Seller Party, Subsidiary of Seller, Provider or occurrence being an “Insolvency Event”);
Material Provider Subsidiary, such proceeding shall have continued undismissed, or unstayed and in effect, for a period of 60 consecutive days or (iii) any Seller Party, any Subsidiary of Seller, Provider or any Material Provider Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(f) a Servicer Default As at the end of (i) any calendar month between and including the months of February and July, the three month rolling average of the Delinquency Ratio shall occur; orexceed 19.0%, (ii) any calendar month between and including the months of August and January, the three month rolling average of the Delinquency Ratio shall exceed 16.5%, (iii) any calendar month, the three month rolling average of the Loss-to-Liquidation Ratio shall exceed 4.5%, (iv) any calendar month between and including the months of November and May, the three month rolling average of the Dilution Ratio shall exceed 25.0%, (v) any calendar month between and including the months of June and October, the three month rolling average of the Dilution Ratio shall exceed 32.0%, and (vi) any calendar month, the three month rolling average of the Payment Rate shall be less than 38.0%.
(g) a Transfer Restriction Event shall occur; then, in the case A Change of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred Control with respect to Originator, Provider or any Seller Party shall occur.
(i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $30,000,000, individually or in the aggregate, shall be entered against Provider or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such Series judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(i) The “Termination Date” under and as defined in each of the Receivables Sale Agreement and the Transfer Agreement shall occur under the Receivables Sale Agreement or the Transfer Agreement or Originator or any Original Seller shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or to Originator under the Transfer Agreement, as applicable.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to perform or observe the covenants set forth in Section 7.4 of the Term Loan Credit Agreement dated as of December 3, 2007 among the date Provider, the institutions from time to time parties thereto as Lenders, JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Citibank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Mizuho Corporate Bank, Ltd., as Documentation Agents. For the purposes of this Agreement, such covenants shall survive the termination of such noticecredit agreement, andand any waiver, in the case of any event described in paragraph (c)amendment, (d)restatement, (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice supplement or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventmodification thereof shall have no effect.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Energizer Holdings Inc), Receivables Purchase Agreement (Energizer Holdings Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers (if any), the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month:
(i) the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 5.0%, or
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 3.30%,
(iii) Excess Spread is less than 0.75%, or
(iv) the average of the Payment Rate for such Fiscal Month and each of the two immediately preceding Fiscal Months shall be less than 3.00%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) [Reserved].
(n) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers (i) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the terms of this Agreement or Transaction Documents when due and, for any Supplement on or before the date occurring five Business Days after the date such payment or deposit which is required not in respect of principal, such failure continues for 3 consecutive Business Days.
(b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be madeapplicable with respect to any representation or warranty that itself contains a materiality threshold.
(c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or, with respect to Section 8.5, within three days of when due.
(d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall remain unremedied for 30 days after the earlier of (i) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, thereof shall have been given to the Sellers any Loan Party or Performance Guarantor by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;
(b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;Agents.
(e) Failure of Borrower to pay any Debt (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of Borrower shall be declared to be due and payable or required to be prepaid (other than by a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests regularly scheduled payment) prior to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);date of maturity thereof.
(f) Failure of Performance Guarantor or the Servicer or any of their respective Subsidiaries (other than Borrower) to pay Debt in excess of $25,000,000 in aggregate principal amount (hereinafter, “Material Debt”) when due; or the default by Performance Guarantor or any of its Subsidiaries (other than Borrower) in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Debt to cause, such Material Debt to become due prior to its stated maturity; or any Material Debt of Performance Guarantor, the Servicer or any of their respective Subsidiaries (other than Borrower) shall be declared to be due and payable or required to be prepaid (other than by a Servicer Default shall occur; orregularly scheduled payment) prior to the date of maturity thereof.
(g) a Transfer Restriction An Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Bankruptcy shall occur with respect to all outstanding Series Performance Guarantor, any Originator or any Loan Party.
(h) As at the end of any Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall exceed 5.75%,
(ii) the three-month rolling average Default Ratio shall exceed 3.5%,
(iii) the three-month rolling average Dilution Ratio shall exceed 6.5%, or
(iv) Days Sales Outstanding shall exceed 50 days.
(i) A Change of Control shall occur.
(j) (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without any notice or other action on the part a stay of the Trustee or the Certificateholders immediately upon the occurrence of such eventexecution.
Appears in 2 contracts
Sources: Credit and Security Agreement (WestRock Co), Credit and Security Agreement (Rock-Tenn CO)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part Any of the Sellers (i) Seller Parties shall fail to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or made by it under the Transaction Documents and such failure shall continue for three (ii3) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;Business Days.
(b) any (i) Any representation or warranty made by any of the Sellers Seller Parties in this Agreement or the Receivables Sale Agreement shall prove to have been incorrect in any Supplement respect when made or deemed made, (ii) any information contained in any Monthly Report shall prove to identify have been incorrect in any respect when made, or (iii) any representation, warranty, certification or statement (other than relating to projections or other forward-looking information) made by any of the Accounts required to be Seller Parties in any other Transaction Document or in any other document delivered by the Sellers pursuant to Section 2.01 hereto or 2.09 thereto (iother than in a Monthly Report) shall prove to have been incorrect in any material respect when made or when delivereddeemed made; provided, which continues to be incorrect in any material respect that no such event shall constitute an Amortization Event unless such event is unremedied for a period of 60 days ten (10) Business Days after the date on which earlier to occur of (i) written notice of such failure, requiring the same to be remedied, thereof shall have been given to the Sellers by the Trustee, Administrator to such Seller Party or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) an Authorized Officer of such Seller Party shall have actual knowledge thereof or should have had knowledge thereof if such Authorized Officer had exercised reasonable care in the performance of his or her duties; provided, further, that no grace period shall apply to Section 5.1(f), 5.1(i), 5.1(j), 5.1(n), 5.1(p), 5.1(u) or 5.1(v); and provided, further, no such event shall constitute an Amortization Event if the Seller shall have timely paid to the Administrator the Deemed Collection required to be paid as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period event in accordance with the provisions of this Agreement;Section 1.4.
(c) any Any of the Sellers Seller Parties shall consent fail to the appointment of a conservator, receiver perform or liquidator observe any covenant contained in any insolvency, readjustment of debt, marshalling of assets and liabilities Section 7.2 or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become Section 8.5 when due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);.
(d) the Trust shall become an “investment company” within the meaning Any of the Investment Company Act;Seller Parties shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for ten (10) consecutive Business Days.
(e) a failure Failure of the Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the default by the Sellers Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to convey Receivables in Additional Accounts cause, or Participation Interests to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);date of maturity thereof.
(f) Failure of Arch or any of its Subsidiaries other than the Seller to pay Indebtedness in excess of $10,000,000 in aggregate principal amount (hereinafter, “Material Indebtedness”) when due (after giving effect to any applicable grace periods with respect thereto); or the default by Arch or any of its Subsidiaries other than the Seller in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity and, unless such Material Indebtedness is earlier accelerated, such default is not cured within 15 days after its occurrence; or any Material Indebtedness of Arch or any of its Subsidiaries other than the Seller shall be declared to be due and payable or required to be prepaid (other than by a Servicer Default shall occur; orregularly scheduled payment) prior to the date of maturity thereof.
(g) a Transfer Restriction An Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Bankruptcy shall occur with respect to any Seller Party or any of its Subsidiaries.
(h) As at the end of any Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall exceed (y) for the periods ending in April through August, 4.0% and (z) for all outstanding Series other periods, 7.0%,
(ii) the three-month rolling average Default Ratio shall exceed 2.5%,
(iii) the three-month rolling average Dilution Ratio shall exceed 8.0%,
(iv) the Account Receivable Turnover Ratio shall be less than 6.0%, or
(v) the Days Sales Outstanding Ratio shall be less than 80.0.
(i) A Change of Control shall occur.
(j) (i) One or more final judgments of a court of competent jurisdiction for the payment of money in an aggregate amount of $12,500 or more shall be entered against the Seller or (ii) one or more final judgments of a court of competent jurisdiction for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Arch or any of its Subsidiaries (other than the Seller) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for sixty (60) consecutive days without a stay of execution.
(k) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Seller under the Receivables Sale Agreement.
(l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Originator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrator for the benefit of Market Street and the LC Bank shall cease to have a valid and perfected first priority security interest in the Receivables, its Collections, “Supporting Obligations” (as defined in Article 9 of the UCC in effect in each relevant jurisdiction), the Seller’s right, title and interest in, to and under each of the Transaction Documents to which it is a party, returned goods the sale of which gave rise to any Receivable, security interests in favor of the Seller that secures payment of such Receivable and all other items of Related Security in which an interest therein may be perfected by the filing of a financing statement under Article 9 of the UCC and proceeds of the foregoing, or any Person shall contest the Administrator’s perfected first priority ownership interest in that portion of the Related Security in which perfection cannot be accomplished under Article 9 of the relevant UCC, or any Secured Party shall incur any loss resulting from the Seller’s failure to perfect Administrator’s ownership interest in that portion of the Related Security in which perfection cannot be accomplished under Article 9 of the relevant UCC.
(m) On any day, the Aggregate Invested Amount shall exceed the Purchase Limit, and such failure shall continue unremedied for three (3) Business Days.
(n) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables or the Related Security or the PBGC shall, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Receivables or the Related Security, and any such lien shall not have been released within the earlier to occur of (i) seven (7) days after the date of such filing and (ii) the day on which the Administrator becomes aware of such filing.
(o) Any Plan of any Seller Party or any of its ERISA Affiliates:
(i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or
(ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or
(iii) shall require Arch or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or
(iv) results in a liability to Arch or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA, and there shall result from any such failure, waiver, termination or other action on event a liability to the part PBGC or a Plan that would have a Material Adverse Effect.
(p) Any event shall occur which has, or could be reasonably expected to have a Material Adverse Effect.
(q) On any day a report is required to be delivered in accordance with Section 8.5, the Asset Coverage Ratio is less than 1.0, and such failure shall continue unremedied for three (3) Business Days.
(r) Any Letter of Credit is drawn upon and, unless as a result of the Trustee or LC Bank’s failure to provide the Certificateholders immediately upon notice required by Section 1.9, not fully reimbursed pursuant to Section 1.9 (including, if applicable, with the occurrence proceeds of any funding by the Issuer) within one Business Day from the date of such event.draw
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Arch Chemicals Inc), Receivables Purchase Agreement (Arch Chemicals Inc)
Amortization Events. If The occurrence of any one of the following events shall occurconstitute Amortization Events with respect to the Issuer Notes:
(a) failure the Issuer defaults in the payment of interest on, or other amount payable in respect of, the Issuer Notes when the same becomes due and payable, unless default is caused by an administrative or technical error and in such case, payment is made within three (3) Business Days of being due and payable;
(b) either of a Liquid Enhancement Deficiency or a Letter of Credit/Cash Liquid Enhancement Deficiency shall exist and continue to exist for at least three (3) consecutive Business Days provided that where such grace period coincides with a Payment Date then on that Payment Date, the Issuer will not be permitted to request any Advance and will not be permitted to make any repayment under the Issuer Subordinated Facility Agreement in accordance with Clause 5.2(i) and Clause 5.3(m) of this Agreement or as otherwise permitted pursuant to the Issuer Related Documents until such Liquid Enhancement Deficiency or a Letter of Credit/Cash Liquid Enhancement Deficiency is cured and ceases to exist;
(c) all principal of and interest on the part Issuer Notes is not paid in full on or before the Expected Final Payment Date;
(d) any Aggregate Asset Amount Deficiency exists and continues for a period of three (3) consecutive Business Days provided that where such grace period coincides with a Payment Date then on that Payment Date, the Issuer will not be permitted to request any Advance and will not be permitted to make any repayment under the Issuer Subordinated Facility Agreement in accordance with Clause 5.2(i) and Clause 5.3(m) of this Agreement or as otherwise permitted pursuant to the Issuer Related Documents until such Aggregate Asset Amount Deficiency is cured and ceases to exist;
(e) any of the Sellers Leasing Company Amortization Events shall have occurred with respect to any FleetCo Note or the French Facility;
(f) there shall have been filed against the Issuer a notice of any Security (other than a Permitted Security) that could reasonably be expected to attach to the assets of the Issuer and fourteen (14) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Security having been released or discharged;
(g) any of the Issuer Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Issuer Related Documents) for a period of ten (10) consecutive days, provided that such then (10) consecutive day grace period shall not apply where Hertz, any FleetCo, any OpCo, any Leasing Company, any Lessee, any Servicer, any FleetCo Administrator, the Issuer or the Issuer Administrator is the entity asserting that the relevant Issuer Related Document ceases to be in full force and effect, other than any such cessation as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Related Documents;
(h) any Issuer Administrator Default shall have occurred;
(i) the Issuer Account in which any Issuer Collections are on deposit as of such date or any Issuer Account (other than the Issuer Reserve Account and the Issuer L/C Cash Collateral Account) shall be subject to make an injunction, estoppel or other stay or a Security (other than any payment Security described in paragraph (iii) of the definition of Permitted Security) and fourteen (14) consecutive days shall have elapsed without such Security having been released or deposit discharged;
(A) the Issuer Reserve Account shall be subject to any injunction, estoppel or other stay or a Security (other than any Permitted Security described in paragraph (iii) of the definition of Permitted Security) for a period of at least three (3) consecutive Business Days or (B) other than any Security described in paragraph (iii) of the definition of Permitted Security, the Issuer Security Trustee shall cease to have a valid and perfected first priority security interest in the Issuer Reserve Account Collateral (or any of the Issuer or any Affiliate thereof so asserts in writing) and, in each case, the Adjusted Liquid Enhancement Amount, excluding therefrom the Available Reserve Account Amount, would be less than the Required Liquid Enhancement Amount and such cessation shall not have resulted from a Permitted Security;
(k) from and after the funding of the Issuer L/C Cash Collateral Account, (A) the Issuer L/C Cash Collateral Account shall be subject to any injunction, estoppel or other stay or a Security (other than any Security described in paragraph (iii) of the definition of Permitted Security) for a period of at least three (3) consecutive Business Days or (B) other than any Permitted Security, the Issuer Security Trustee shall cease to have a valid and perfected first priority security interest in the Issuer L/C Cash Collateral Account Collateral (or the Issuer or any Affiliate thereof so asserts in writing) and, in each case, the Adjusted Liquid Enhancement Amount, excluding therefrom the Available L/C Cash Collateral Account Amount, would be less than the Required Liquid Enhancement Amount;
(l) a Change of Control shall have occurred;
(m) the Issuer shall fail to acquire and maintain in force one or more Interest Rate Caps at the times and in at least the notional amounts required by the terms of this Agreement Sub-Clause 4.4 and such failure continues for at least three (3) consecutive Business Days;
(n) other than as a result of a Permitted Security, the Issuer Security Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Issuer Collateral (other than the Issuer Reserve Account Collateral, the Issuer L/C Cash Collateral Account Collateral or any Supplement on Letter of Credit) or before the Issuer or any Affiliate thereof so asserts in writing;
(o) the occurrence of a Hertz Senior Credit Facility Default;
(p) any of the Issuer or the Issuer Administrator fails to comply with any of its other agreements or covenants in the Issuer Notes or any Issuer Related Document (and, in the case of the Risk Retention Letter, the Retention Holder fails to comply with any of its covenants therein), which in the opinion of the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and in the case of a default which is remediable, continues for fourteen (14) consecutive days after the earlier of (i) the date occurring five Business Days after on which an Authorized Officer of the date such payment Issuer (in case of failure by the Issuer) or deposit is required to be made, the Issuer Administrator (in case of failure by the Issuer Administrator) or the Retention Holder (in case of failure by the Retention Holder) obtains actual knowledge thereof or (ii) duly the date on which written notice of such failure, requiring the same to observe or perform be remedied, shall have been given to any other covenants or agreements of the Sellers Issuer or the Issuer Administrator or the Retention Holder (in each case, in respect of failure by itself only) by the Issuer Security Trustee or to any of the Issuer or the Issuer Administrator or the Retention Holder (in each case, in respect of failure by itself only) and the Issuer Security Trustee by the Administrative Agent;
(i) any representation made by the Issuer in any Issuer Related Document is false (and, in the case of the Risk Retention Letter, any representation made by the Retention Holder therein is false) or (ii) (A) any representation made by the Issuer Administrator herein or (B) any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Issuer Administrator to any Funding Agent pursuant to paragraph 24 of Annex 2 hereto, in the case of either the preceding paragraph (A) or (B), is false or misleading on the date as of which the facts therein set forth are stated or certified, and, in this Agreement the case of either the preceding paragraphs (i) or any Supplement(ii), such falsity, which failure has a material adverse effect on in the Investor Certificateholders opinion of any Series the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and which continues unremedied the event or condition that caused such representation to have been false is not cured for a period of 60 fourteen (14) consecutive days after the earlier of (x) the date on which an Authorized Officer of the Issuer or the Issuer Administrator or the Retention Holder, as the case may be, obtains actual knowledge thereof or (y) the date that written notice thereof is given to the Issuer or the Issuer Administrator or the Retention Holder, as the case may be, by the Issuer Security Trustee or to the Issuer or the Issuer Administrator or the Retention Holder, as the case may be, and to the Issuer Security Trustee by the Administrative Agent;
(r) (I) any Servicer shall fail to comply with its obligations under any Liquidation Co-ordination Agreement and the failure to comply, in the opinion of the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and in the case of a default which is remediable, continues for 14 consecutive days after the earlier of (i) the date on which an Authorized Officer of the Issuer Administrator or the Issuer obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers Issuer Administrator and the Issuer by the Trustee, Issuer Security Trustee or to the Sellers Issuer Administrator, the Issuer and the Issuer Security Trustee by an Investor Certificateholder;
the Administrative Agent or (bII) any representation or warranty made by the Sellers in this Liquidation Co-ordination Agreement or any Supplement or material portion thereof shall cease, for any information to identify the Accounts required reason, to be delivered by the Sellers pursuant to Section 2.01 in full force and effect or 2.09 enforceable (iother than in accordance with its terms or otherwise as expressly permitted in such Liquidation Co-ordination Agreement) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 fourteen (14) consecutive days after the earlier of (i) the date on which an Authorized Officer of the Issuer or the Issuer Administrator, as applicable, has reasonable grounds to believe that or (ii) the date on which written notice thereof shall have been given to the Issuer and the Issuer Administrator by the Issuer Security Trustee or to the Issuer, the Issuer Administrator and the Issuer Security Trustee by the Administrative Agent (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of such Liquidation Co-ordination Agreement or any portion thereof by the relevant Servicer, in which case such fourteen (14) day grace period shall not apply);
(I) any FleetCo or any FleetCo Administrator shall fail to comply with its obligations under the applicable FleetCo Back-Up Administration Agreement and the failure to comply, in the opinion of the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and in the case of a default which is remediable, continues for a period of fourteen (14) days after the earlier of (i) the date on which an Authorized Officer of the relevant FleetCo Administrator or Issuer Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers such FleetCo and FleetCo Administrator by the TrusteeFleetCo Security Trustee or to such FleetCo, FleetCo Administrator and the FleetCo Security Trustee by the Issuer or (II) any FleetCo Back-Up Administration Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable (other than in accordance with its terms or otherwise as expressly permitted in such FleetCo Back-Up Administration Agreement) for a period of fourteen (14) days after the earlier of (i) the date on which an Authorized Officer of the relevant FleetCo or FleetCo Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice thereof shall have been given to such FleetCo and FleetCo Administrator by the FleetCo Security Trustee or to such FleetCo, FleetCo Administrator and the FleetCo Security Trustee by the Issuer (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of the applicable FleetCo Back-Up Administration Agreement or any portion thereof by the relevant FleetCo or FleetCo Administrator, in which case such fourteenth (14) day grace period shall not apply);
(t) a FleetCo Administrator fails to comply with any of its other agreements or covenants in any FleetCo Related Document or any representation made by a FleetCo Administrator in any FleetCo Related Document is false and the failure to so comply or such false representation, as the case may be, (A) and the failure to comply with any of its other agreements or covenants in any FleetCo Related Document, in the opinion of the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and in the case of a default which is remediable, continues for 14 consecutive days after the earlier of (i) the date on which an Authorized Officer of such FleetCo Administrator obtains actual knowledge thereof or (ii) the date on which written notice of such failure or such false representation, requiring the same to be remedied, shall have been given to (x) the relevant FleetCo Administrator by the FleetCo Security Trustee or to such FleetCo Administrator and the FleetCo Security Trustee by the Issuer or (y) to the Issuer Administrator by the FleetCo Security Trustee or to the Sellers Issuer Administrator and the FleetCo Security Trustee by the Administrative Agent and (B) in the case of a false representation, the event or condition that causes such representation to have been false is not cured for a period of fourteen (14) consecutive days, in each case after the earlier of (i) the date on which an Investor Certificateholder, and Authorized Officer of such FleetCo Administrator obtains actual knowledge thereof or (ii) the date on which written notice of such failure or such false representation, requiring the same to be remedied, shall have been given to (x) the relevant FleetCo Administrator by the FleetCo Security Trustee or to such FleetCo Administrator and the FleetCo Security Trustee by the Issuer or (y) to the Issuer Administrator by the FleetCo Security Trustee or to the Issuer Administrator and the FleetCo Security Trustee by the Administrative Agent;
(u) on any Business Day, the Adjusted Principal Amount exceeds the Aggregate Leasing Company Principal Amount, and the Aggregate Leasing Company Principal Amount does not equal or exceed the Adjusted Principal Amount on or prior to the close of business on the next succeeding Business Day, in each case after giving effect to all increases and decreases on such date;
(v) any FleetCo Administrator Default shall have occurred;
(w) [RESERVED];
(x) (I) any of the FleetCo Related Documents or any material portion thereof relating to any of the FleetCo Notes shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the FleetCo Related Documents) for a period of ten (10) consecutive days, provided that such then (10) consecutive day grace period shall not apply where Hertz, any FleetCo, any OpCo, any Leasing Company, any Lessee, any Servicer, any FleetCo Administrator, the Issuer or the Issuer Administrator is the entity asserting that the relevant FleetCo Related Document ceases to be in full force and effect; (II) any of the FleetCo Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the FleetCo Related Documents), in each case, other than any such cessation as a result of such incorrectness any waiver, supplement, modification, amendment or other action not prohibited by the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this AgreementRelated Documents;
(cy) any the occurrence of the Sellers shall consent an Event of Bankruptcy with respect to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”)Issuer;
(dz) the Trust shall become Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that the Issuer is an “investment company” within or is under the meaning “control” of an “investment company” under the Investment Company Act;
(eaa) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)Level 2 Minimum Liquidity Test Breach shall exist;
(fbb) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of Issuer or Issuer Administrator fails to deliver any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given certificate to the Sellers and the Servicer Administrative Agent or any Funding Agent pursuant to paragraph 25 of Annex 2 hereto within three (and to the Trustee if given 3) Business Days of written request by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.Administr
Appears in 2 contracts
Sources: Issuer Facility Agreement (Hertz Corp), Issuer Facility Agreement (Hertz Corp)
Amortization Events. If any one Any of the following events shall occurconstitute an Amortization Event (whether it occurs before or during the Amortization Period) hereunder:
(a) failure on The Seller or the part of the Sellers (i) Servicer shall fail to make any deposit or payment (including any payment of interest) required to be made by the Seller or the Servicer, as the case may be, under this Agreement or any other document executed and delivered in connection herewith, including, without limitation, any payment or deposit required by to be made pursuant to subsection 2.6(a), 2.7(b), 2.10, 2.11, 2.12, 2.14(c)(iii), 2.18 or 7.1(b), or the terms Seller or the Servicer (if an Affiliate of the Seller is then the Servicer) shall fail to deliver the Settlement Statement, or the Seller or the Servicer (if an Affiliate of the Seller is then the Servicer) shall fail to take any action required or requested to be taken pursuant to this Agreement after an Amortization Event has occurred and is continuing, in each case within five days after any such deposit, payment or delivery is required to be made or any Supplement on such action is requested to be taken hereunder; or
(b) Raytheon shall fail to make any payment required under the Guarantee or before RAC shall fail to make any payment required under the date occurring Repurchase Agreement within, in each case, five Business Days days after the date any such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;; or
(bc) any intentionally omitted; or
(d) Any representation or warranty made or deemed made by the Sellers Seller, the Servicer (if an Affiliate of the Seller is then the Servicer) or Raytheon in any Purchase Document to which it is a party or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when on or as of the date made or when delivereddeemed made by the Seller, which continues the Servicer (if an Affiliate of the Seller is then the Servicer) or Raytheon, and shall have continued to be incorrect in any such material respect for a period of 60 30 days after such representation or warranty was initially made (other than any representation and warranty with respect to a Receivable which has been repurchased or substituted pursuant to subsection 2.7(b), 2.10, 2.11 or 2.13); or
(i) The Seller shall default in the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trusteeobservance or performance of, or Raytheon shall default under the Guarantee in causing the Seller to the Sellers and the Trustee by an Investor Certificateholderobserve or perform, and any agreement contained in subsection 6.1(k) or Section 7.1 or (ii) as a result of such incorrectness the interests of Servicer shall default in the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables observance or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its propertyperformance of, or a decree Raytheon shall default under the Guarantee in causing the Servicer to observe or order of a court or agency or supervisory authority having jurisdiction perform, any agreement contained in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Sellersubsection 7.2; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);or
(f) Either of the Seller or the Servicer (if an Affiliate of the Seller is then the Servicer) shall default in the observance or performance of any other agreement (other than subsection 6.1(n), the remedy for which is contained in subsection 2.11) contained in this Agreement in any material respect or Raytheon shall default in the observance or performance of any agreement contained in the Guarantee in any material respect or RAC shall default in the observance or performance of any agreement contained in the Repurchase Agreement in any material respect (other than as provided in paragraphs (a) through (e) of this subsection 8.1), and such default shall continue unremedied for a period of 30 days after the earlier of (i) notice of such default from the Managing Facility Agent or the Majority Purchasers or (ii) knowledge by the Seller, the Servicer Default shall occur; (if an Affiliate of the Seller is then the Servicer) or Raytheon of any such default, or
(g) The Debt Ratio of Raytheon shall be greater than (i) 0.65 to 1.0 on the last day of any fiscal quarter of Raytheon ending on or before December 31, 1999, (ii) 0.60 to 1.0 on the last day of any fiscal quarter of Raytheon ending during the period commencing January 1, 2000 and ending on December 31, 2001 or (iii) 0.55 to 1.0 on the last day of any fiscal quarter of Raytheon ending thereafter;
(h) As of the last day of any of Raytheon's fiscal quarters, the Interest Coverage Ratio for the period of four consecutive fiscal quarters then ending shall be less than 3.0 to 1.0 for such four-quarter period; or
(i) Raytheon, RAC, Raytheon Credit or the Seller shall default in any payment of principal of or interest of any indebtedness for borrowed money (or any guarantee thereof) (other than under the Guarantee or the Repurchase Agreement) with a Transfer Restriction Event shall occur; thenprincipal amount in excess of $25,000,000 when due (whether by acceleration, upon maturity or otherwise), beyond the period of grace (not to exceed 30 days), if any, provided in the case instrument or agreement under which such indebtedness (or guarantee) was created; or
(i) Raytheon, RAC, Raytheon Credit or the Seller shall commence any case, proceeding or other action (A) under any existing or future law of any event described in paragraph (a)jurisdiction, (b) domestic or (f)foreign, either the Trustee relating to bankruptcy, insolvency, reorganization or the Holders relief of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates debtors, seeking to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that have an amortization event (an “Amortization Event”) has occurred order for relief entered with respect to such Series it, or seeking to adjudicate it as of the date of such noticebankrupt or insolvent, andor seeking reorganization, in the case of any event described in paragraph (c)arrangement, (d)adjustment, (e) winding-up, liquidation, dissolution, composition or (g), subject to applicable law, an Amortization Event shall occur other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all outstanding Series without or any notice substantial part of its assets; or (ii) there shall be commenced against Raytheon, RAC, Raytheon Credit or the Seller any case, proceeding or other action on of a nature referred to in clause (i) above which (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 60 days from the entry thereof; or (iii) there shall be commenced against Raytheon, RAC, Raytheon Credit or the Seller 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 the Trustee or the Certificateholders immediately upon the occurrence of such event.its assets which results in 110
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Raytheon Co/), Purchase and Sale Agreement (Raytheon Co/)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure The Borrower shall fail to pay any Aggregate Revolving Principal or any Interest on the part Aggregate Revolving Principal, any Call Premium, any Unused Facility Fees or any Fee payable pursuant to Section 1.11 on the date such Aggregate Revolving Principal, Interest, Call Premium, Unused Facility Fees or Fee is due, or, if such failure to pay is due to some technical or administrative error, within five (5) Business Days after any Interest, Call Premium, Unused Facility Fees or Fees becomes due and payable hereunder; or
(b) Any Bausch Party shall fail to pay any other obligation (other than one referred to in clause (a) above) payable by it pursuant to this Agreement or any of the Sellers other Transaction Documents within five (i5) Business Days after the earlier of the date on which a Responsible Officer of the Borrower or Master Servicer becomes aware of such failure or written notice thereof is given to make any payment or deposit required such Bausch Party by the terms Administrative Agent or any Lender; or
(c) Any representation or warranty made by any Bausch Party under this Agreement or any of the other Transaction Documents or any written statement made by such Bausch Party in any financial statement, certificate, report, exhibit or document furnished by such Bausch Party to the Administrative Agent or any Lender pursuant to this Agreement or the other Transaction Documents shall prove to have been false in any material respect as of the time made and such incorrect or misleading representation, warranty or certification (if curable, including by a restatement of any relevant financial statements) shall remain incorrect for a period of five (5) Business Days; or
(d) Any Bausch Party shall default in the performance or observance of any covenant, agreement or duty set forth in Sections 5.1(n)(i) and (ii), 5.1(p), 5.1(q), 5.1(w), 5.1(x), 5.1(ee), 5.2 (other than with respect to the treatment of the sale of Pool Receivables for tax purposes), or 6.2(b) or (e) of this Agreement; or
(e) Any Bausch Party shall default in the performance or observance of any covenant, agreement or duty set forth in (x) Sections 5.1(g), (j), or (bb) of this Agreement or any Supplement on or before (y) Section 6.1(f) of the date occurring Transfer Agreement; provided that if such default does not result in adverse impact to the Lenders’ enforcement rights with respect to the Collateral, no Amortization Event shall occur if the default is cured within five (5) Business Days after the earlier of the date on which a Responsible Officer of the Borrower or Master Servicer becomes aware of such payment default or deposit written notice thereof is required given to be made, the Borrower by the Administrative Agent or any Lender; or
(iif) duly to observe Any Bausch Party shall default in the performance or perform observance of any other covenants covenant, agreement or agreements of the Sellers set forth in duty under this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders other Transaction Document (not constituting an Amortization Event under any other provision of any Series this Section 7.1) and which continues unremedied such default shall continue for a period of 60 thirty (30) consecutive days after the earlier of the date on which notice a Responsible Officer of any Bausch Party becomes aware of such failure, requiring the same to be remedied, default or written notice thereof shall have been given to the Sellers Borrower by the TrusteeAdministrative Agent or any Lender; or
(g) One or more final judgments or decrees shall be entered against Bausch, the Borrower or any other Affiliates of Bausch involving in the aggregate a liability (not paid or to the Sellers extent not covered by a reputable and the Trustee solvent insurance company) and such judgments and decrees shall not be vacated, discharged or stayed or bonded pending appeal by an Investor Certificateholder;
(b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given payment is due with respect thereof (or solely with respect to the Sellers Borrower, by the Trusteedate that is 60 days after such judgement or decree), and the aggregate amount of all such judgments equals or exceeds $50,000,000 (or solely with respect to the Sellers and the Trustee by an Investor CertificateholderBorrower, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected$1,000); provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;or
(ch) any of the Sellers The Borrower shall consent be required to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally register as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(gi) Any Insolvency Proceeding shall be instituted by or against ▇▇▇▇▇▇, the Borrower or any other Affiliate of Bausch; or
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Borrower or the Master Servicer; or
(k) The Transfer Agreement shall terminate or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any party thereto; or
(l) The Collateral Agent for the benefit of the Secured Parties shall cease to have a Transfer Restriction Event valid and perfected first priority Security Interest under the applicable laws of the United States of America or the Province of Ontario or any applicable state or territory thereof, in any material part of the Pool Receivables, the Related Security or Collections with respect thereto, or the Collection Account or the Interest Reserve Account (or the Borrower, a Bausch Party or a creditor shall occurso allege in any pleading filed in any court); thenor
(m) The Borrower and its assigns shall cease to have a valid and perfected first priority ownership interest and Security Interest under the applicable laws of the United States of America, the Province of Ontario or any applicable state or territory thereof, in the Pool Receivables, the Related Security, the Collections with respect thereto or any of the other Borrower Collateral, free and clear of any Adverse Claim (other than Permitted Liens); or
(n) (i) Bausch or any of its Affiliates, individually or in the aggregate, shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness under the Transaction Documents) having an aggregate principal amount of greater than (A) in the case of Bausch individually, $50,000,000, and (B) in the case of Bausch or any of its Affiliates, individually or in the aggregate, $100,000,000. in each case beyond the applicable grace period with respect thereto if any; or (ii) Bausch or any of its Affiliates shall fail to observe or perform 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 occurs, the effect of which default or other event described in paragraph this clause (aii) is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or
(bo) or There shall occur a Change in Control; or
(f)p) Any Control Agreement is terminated for any reason, either and the Trustee Borrower fails to enter into a new control agreement pertaining to the Collection Account or the Holders Interest Reserve Account, in form and substance reasonably satisfactory to the Lenders within ten (10) days of Investor Certificates evidencing more such termination; or
(q) More than 505% of weekly Collections are paid by Obligors to an account other than the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred Collection Account with respect to such Series as more than five calendar weeks (consecutive or otherwise) occurring more than sixty (60) days after the Initial Funding Date; or
(r) The occurrence of a Transfer Termination Event; or
(s) The Borrower shall fail to pay in cash the Deferred Purchase Price obligation under the Transfer Agreement for any Receivable within thirty (30) days after the date of such notice, and, Receivable was acquired by the Borrower; or
(t) The occurrence of an Event of Default under and as defined in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventFirst Lien Credit Agreement.
Appears in 2 contracts
Sources: Credit and Security Agreement (Bausch Health Companies Inc.), Credit and Security Agreement (Bausch Health Companies Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers (i) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the terms Transaction Documents when due PROVIDED, HOWEVER, that no Amortization Event shall occur under this Section 9.1(a) as a result of this Agreement any late payment or deposit which is cured within one Business day if (1) such late payment or deposit was due to circumstances beyond such Loan Party's or Performance Guarantor's control, (2) such late payments or deposits do not occur more than two times in any Supplement calendar year, and (3) such Loan Party or Performance Guarantor pays interest on or before the date occurring five Business Days after the date overdue amount of such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of until paid at the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;Default Rate.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers in this Agreement Performance Guarantor or any Supplement Loan Party in any Transaction Document to which it is a party or in any information to identify the Accounts required to be other document delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Any Loan Party shall fail to perform or observe any of the Sellers shall consent to the appointment of a conservator, receiver covenant contained in Section 7.2 or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become 8.5 when due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);.
(d) the Trust Any Loan Party or Performance Guarantor shall become an “investment company” within the meaning of the Investment Company Act;fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for 10 consecutive Business Days.
(e) Failure of Borrower to pay any Indebtedness (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (other than by a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests regularly scheduled payment) prior to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);date of maturity thereof.
(f) Failure of Performance Guarantor to pay Indebtedness in excess of $5,000,000 in aggregate principal amount (hereinafter, "MATERIAL INDEBTEDNESS") when due; or the default by Performance Guarantor in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of Performance Guarantor shall be declared to be due and payable or required to be prepaid (other than by a Servicer Default shall occur; orregularly scheduled payment) prior to the date of maturity thereof.
(g) a Transfer Restriction An Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Bankruptcy shall occur with respect to all outstanding Series Performance Guarantor, any Loan Party or any of their respective Material Subsidiaries.
(h) As at the end of any Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall exceed 3.70%,
(ii) the three-month rolling average Default Ratio shall exceed 3.125%, or
(iii) the three-month rolling average Dilution Ratio shall exceed 4.75%.
(i) A Change of Control shall occur.
(j) (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $5,000,000, individually 27 or in the aggregate, shall be entered against Performance Guarantor or any of its Material Subsidiaries (other than Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(k) The "TERMINATION DATE" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Borrower under the Receivables Sale Agreement.
(l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Lenders shall cease to have a valid and perfected first priority security interest in the Collateral.
(m) On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Obligations in accordance with this Agreement, the Aggregate Principal shall exceed the Borrowing Limit.
(n) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of its obligations thereunder.
(o) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within seven (7) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral.
(p) Any Plan of Performance Guarantor or any of its ERISA Affiliates:
(i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or
(ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or
(iii) shall require Performance Guarantor or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or
(iv) results in a liability to Performance Guarantor or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA, and there shall result from any such failure, waiver, termination or other action event a liability to the PBGC or a Plan that would have a Material Adverse Effect.
(q) Any event shall occur which (i) materially and adversely impairs the ability of the Originators to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to Borrower on the part date of this Agreement or (ii) has, or would be reasonably expected to have a Material Adverse Effect.
(r) The sum of (1) cash and Cash Equivalents as shown on the consolidated balance sheet of the Trustee Parent and its Subsidiaries (other than cash and Cash Equivalents which are pledged or otherwise encumbered) as of the Certificateholders immediately upon most recent Cut-Off Date and (2) the occurrence of such eventdifference between (A) the Borrowing Limit and (B) the Aggregate Principal is less than $25,000,000.
Appears in 2 contracts
Sources: Credit and Security Agreement (Spherion Corp), Credit and Security Agreement (Spherion Corp)
Amortization Events. If any one of the following events shall occur:occur during the Revolving Period, the Accumulation Period or the Controlled Amortization Period with respect to any Series of Notes (each, an “Amortization Event”):
(a) failure on the part occurrence of the Sellers (i) an Event of Bankruptcy with respect to make any payment Hertz Vehicles LLC, HGI, HVF or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor CertificateholderHertz;
(b) any representation the Securities and Exchange Commission or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority other regulatory body having jurisdiction in the premises for the appointment of reaches a conservatorfinal determination that Hertz Vehicles LLC, receiver HGI or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become HVF is an “investment company” within or is under the meaning “control” of an “investment company” under the Investment Company Act;
(c) the HVF Lease is terminated for any reason;
(d) any Lease Payment Default shall have occurred;
(e) any Aggregate Asset Amount Deficiency exists and continues for a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five period of three Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)Days;
(f) any Operating Lease Event of Default (other than a Lease Payment Default) shall have occurred and be continuing;
(g) there shall have been filed against Hertz, Hertz Vehicles LLC, HGI or HVF (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that could reasonably be expected to attach to the assets of Hertz Vehicles LLC, HVF or any HVF Exchange Account and 30 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;
(h) subject to Section 8.7(b) herein, any of the Related Documents or any material portion thereof (other than any Related Document which relates solely to any Segregated Series of Notes) shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms or Hertz, the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI or HVF shall so assert in writing;
(i) any Servicer Default or any Administrator Default shall occurhave occurred; or
(gj) any other event shall occur which may be specified in any Series Supplement (other than a Transfer Restriction Event shall occurSegregated Series Supplement) as an “Amortization Event”; then, then (i) in the case of any event described in paragraph (a), (b) or clause (f), (g), (h), (i) or (j) above (with respect to clause (j) above, only to the extent such Amortization Event is subject to waiver as set forth in the applicable Series Supplement), either the Trustee Trustee, by written notice to HVF, or the Holders of Investor Certificates evidencing more than 50% Required Noteholders of the aggregate unpaid principal amount of any applicable Series of Investor Certificates Notes, by written notice to which such event relates by notice then given to the Sellers HVF and the Servicer (and to the Trustee if given by the Investor Certificateholders) Trustee, may declare that an amortization event (an “Amortization Event”) Event has occurred with respect to such Series of Notes as of the date of such notice, and, the notice or (ii) in the case of any event described in paragraph clause (a), (b), (c), (d), ) or (e) or (g), subject to applicable lawabove, an Amortization Event shall occur with respect to all Series of Notes then outstanding Series shall immediately occur without any notice or other action on the part of the Trustee or any Noteholder or (iii) in the Certificateholders case of any event described in clause (j) above (only to the extent such Amortization Event is not subject to waiver as set forth in the applicable Series Supplement), an Amortization Event with respect to the related Series of Notes shall immediately upon occur without any notice or other action on the occurrence part of the Trustee or any Noteholder; provided, that, the events described in clauses (a) through (i) above shall not cause an Amortization Event to occur with respect to any Segregated Series of Notes (unless otherwise specified in the Series Supplement for any such eventSegregated Series).
Appears in 2 contracts
Sources: Base Indenture (Hertz Global Holdings Inc), Base Indenture (Hertz Global Holdings Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement hereunder or under any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madeother Transaction Document when due, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which subsection (a) and Section 2.6 of this Agreement) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;five (5) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivereddeemed made. Notwithstanding the foregoing, a breach of any representation or warranty which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given relates solely to the Sellers by the Trustee, eligibility or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders characteristics of any Series are materially and adversely affected; provided, however, that Receivable shall not constitute an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period so long as Seller remains in accordance compliance with the provisions of this Agreement;Section 2.6.
(c) Failure of Seller to pay any Indebtedness when due; or the default by Seller in the performance of the Sellers shall consent to the appointment of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any of Seller or any Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any of Seller or any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurproperty; or
(g) a Transfer Restriction Event shall occur; thenprovided, that in the case of an involuntary proceeding instituted against any such Person, the Amortization Date shall not occur or be declared by reason of such event described in paragraph (a), (b) or (f), either the Trustee unless such proceeding remains undismissed for a period of 30 days after such proceeding is instituted or the Holders of Investor Certificates evidencing more than 50% of affected Person at any time takes any action to consent to or acquiescence in the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date continuance of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable lawproceeding; provided further that during such period, an Amortization Event shall occur exist and be continuing for purposes of Section 6.2 and otherwise hereunder; or (iii) any of Seller or any Originator shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) Seller shall fail to comply with the terms of Section 2.6 hereof.
(f) As at the end of any Reporting Period, any of the following shall occur, in each case as determined on the basis of the average of the applicable ratio for the last day of each of the three Reporting Periods then most recently ended:
(i) the Delinquency Ratio shall exceed 14.0%, or
(ii) the Loss-to-Liquidation Ratio shall exceed 9.0%, or
(iii) the Dilution Ratio shall exceed 5.0%.
(g) A Change of Control shall occur.
(h) One or more final judgments for the payment of money shall be entered against Seller.
(i) Any of the following shall occur: (i) any “Amortization Event” under and as defined in any Receivables Sale Agreement shall occur; (ii) the “Amortization Date” under and as defined in any Receivables Sale Agreement shall occur; or (iii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to Seller under the Receivables Sale Agreement to which it is named as party.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or a material number of Obligors shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(k) JDI shall fail to all outstanding Series without perform or observe any notice term, covenant or other action on agreement required to be performed by it under any Performance Undertaking, or any Performance Undertaking shall cease to be effective or to be the part legally valid, binding and enforceable obligation of JDI, or JDI shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) JDI shall at any time fail to perform or observe any of the Trustee terms or provisions set forth in Article V (Financial Covenants) of the Certificateholders immediately upon Credit Agreement as in effect from time to time; provided, that, for solely purposes of this Section 9.1(l) no amendment, modification or waiver after the occurrence date hereof of such eventany term or provision set forth in Article V (Financial Covenants) (or any defined term used therein) of the Credit Agreement shall be effective for purposes of this Section 9.1(l) without the consent of the Agent and the Required Financial Institutions.
(m) Seller shall fail to maintain in full force and effect any Hedging Arrangement required under Section 1.5.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Johnsondiversey Holdings Inc), Receivables Purchase Agreement (Johnsondiversey Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) Any Seller Party shall fail to make any payment or deposit of Invested Amount required by the terms of under this Agreement or any Supplement other Transaction Document to which it is a party on or before the date occurring five within one (1) Business Days Day after the date such payment or deposit on which the same is required to be made, or (ii) duly any Seller Party shall fail to make any other payment or deposit required under this Agreement or any other Transaction Documents to which it is a party on or within two (2) Business Days after the date on which the same is required to be made.
(b) Any Seller Party shall fail to perform or observe (i) any covenant contained in any provision of Section 7.2, or (ii) any covenant contained in any provision of Section 8.5 and such failure (solely in the case of this clause (ii)) shall continue for one (1) Business Day.
(c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 9.1) or any other Transaction Document to which it is a party and such failure shall continue for ten (10) consecutive Business Days following the earlier to occur of (i) notice from any Agent or ▇▇▇▇▇ Fargo of such non-performance or non-observance, or (ii) the date on which a Responsible Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance.
(d) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or thereto shall prove to have been incorrect or misleading when made or deemed made in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.
(i) Seller shall default in the payment when due of any principal of or interest on any Indebtedness or shall fail to observe or perform any other covenants agreement or agreements condition relating to any such Indebtedness and such default has not been waived by the applicable lenders before the expiration of the Sellers set forth in this Agreement any applicable grace periods, or any Supplementother event or condition shall occur which results in an a default under any such Indebtedness; or (ii) any Originator shall default, which failure has a material adverse effect on or the Investor Certificateholders Performance Guarantor or any of its Subsidiaries (other than an Originator or Seller) shall default, in the payment when due of any Series principal or of or interest on any Material Indebtedness or shall fail to observe or perform any other agreement or condition relating to any such Material Indebtedness and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have default has not been given to the Sellers waived by the Trustee, or to applicable lenders before the Sellers and the Trustee by an Investor Certificateholder;
(b) expiration of any representation or warranty made by the Sellers in this Agreement applicable grace periods; or any Supplement other event or condition shall occur which results in a default under any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 such Material Indebtedness.
(i) shall prove to have been incorrect in Any Seller Party, any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; Originator or any of the Sellers their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator or any of their Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, debtors and in the case of any event described such proceeding instituted against (but not instituted by) it, either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in paragraph such proceeding (a)including, without limitation, the entry of an order for relief, or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property) shall occur or (biii) any Seller Party, any Originator or any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or .
(g), subject ) Seller shall fail to applicable law, an Amortization Event shall occur comply with respect to all outstanding Series without any notice or other action on the part terms of the Trustee or the Certificateholders immediately upon the occurrence of such eventSection 2.6 hereof.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Convergys Corp), Receivables Purchase Agreement (Convergys Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or hereunder when due and, for any Supplement on or before the date occurring five Business Days after the date such payment or deposit which is required to be madenot in respect of Capital, such failure continues for one (1) Business Day, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of this paragraph (a)) and such failure shall continue for five (5) consecutive Business Days after the Sellers set forth in this Agreement earlier of written notice from the Collateral Agent or any Supplement, which failure has a material adverse effect Managing Agent or Purchaser or actual knowledge on the Investor Certificateholders part of any Series and which continues unremedied for a period of 60 days after the date on which notice such Seller Party of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;.
(b) any Any representation or warranty made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) (i) Failure of Seller to pay any Indebtedness when due; (ii) failure of any other Seller Party or any Subsidiary thereof to pay Indebtedness when due in excess of $25,000,000 and such failure continues after the Sellers shall consent to applicable grace or notice period, if any, specified in the appointment relevant document evidencing or governing such Indebtedness on the date of a conservatorsuch failure; or (iii) the default by any Seller Party or any Subsidiary thereof in the performance of any term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party or any of its Material Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment any proceeding shall be instituted by or against any Seller Party or any of its obligations Material Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, and, with respect to a Seller Party or any of its Material Subsidiaries other than the Seller, such proceeding instituted against any Seller Party or any of its Material Subsidiaries shall not be stayed, released, vacated or fully bonded within sixty (60) days after commencement, filing or levy or (ii) any such act Seller Party or occurrence being an “Insolvency Event”);
any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by The aggregate Purchaser Interests shall exceed 100% and shall continue as such until the Sellers to convey Receivables in Additional Accounts or Participation Interests to earlier of (i) one Business Day following the Trust within five Business Days after date any Seller Party has actual knowledge thereof and (ii) the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);next Settlement Date.
(f) a Servicer Default As at the end of any calendar month, the Delinquency Ratio shall occur; orexceed 1.75%, or the Loss-to-Balance Ratio shall exceed 1.50%, or the Receivables Dilution Ratio shall exceed 10.00%.
(g) a Transfer Restriction Event shall occur; then, in the case A Change of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Control shall occur with respect to all outstanding Series any Seller Party.
(h) One or more final judgments for the payment of money shall be entered against Seller or one or more final judgments for the payment of money in excess of $25,000,000 shall be entered against any other Seller Party on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution;
(i) Any “Amortization Event” or the “Amortization Date” shall occur under either Receivables Sale Agreement, (ii) the Originator shall for any notice reason cease to transfer, or other action cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to CGSF under the Tier One Receivables Sale Agreement, or (iii) CGSF shall for any reason cease to transfer, or cease to have legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Tier Two Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor on the part Receivables constituting a material portion of the Trustee Receivables shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Certificateholders immediately upon Collateral Agent for the occurrence benefit of such eventthe Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (McKesson Corp), Receivables Purchase Agreement (McKesson Corp)
Amortization Events. If any one of the following events shall occuroccur with respect to any Series of Investor Certificates:
(a) failure on the part of the Sellers any Seller (i) to make any payment or deposit required by the terms of this Agreement or any a related Series Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, made herein or (ii) duly to observe or perform in any material respect any other material covenants or agreements of the Sellers such Seller set forth in this Agreement or any a Series Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers such Seller by the Trustee, or to the Sellers such Seller and the Trustee by an the Investor CertificateholderCertificateholders evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby;
(b) any representation or warranty made by the Sellers any Seller in this Agreement or any a Series Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) contained in Schedule 1 hereto shall prove to have been incorrect in any material respect when made or when delivered, which representation, warranty or Schedule 1 continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers applicable Seller by the Trustee, or to the Sellers such Seller and the Trustee by an the Holders of Investor Certificateholder, and (ii) as a result of such incorrectness the interests Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Investor Certificateholders Class Invested Amount of any Class of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreementaffected thereby;
(c) any Additional Seller that is subject to the bankruptcy laws of the Sellers United States of America shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; any such Additional Seller shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable federal law, or shall consent to the filing of any such petition, answer, or consent; or any such Additional Seller shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;
(d) Discover Bank, or any Additional Seller that is not subject to the bankruptcy laws of the United States of America, shall consent to the appointment of a conservator, conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Discover Bank or any such Additional Seller; or Discover Bank or any of the Sellers such Additional Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”)obligations;
(de) any order for relief against any Additional Seller that is subject to the bankruptcy laws of the United States of America shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of any such Additional Seller under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of any such Additional Seller, or of any substantial part of the property of any such Additional Seller, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days;
(f) Discover Bank as Seller shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement and such inability shall continue for five Business Days;
(g) any Seller other than Discover Bank shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement and such inability shall continue for five Business Days;
(h) the Trust shall become an “investment company” within the meaning of the Investment Company ActAct of 1940, as amended;
(ei) a failure by any Master Servicer Termination Event or any Servicer Termination Event shall occur;
(j) the Sellers amount of Principal Receivables in the Trust at the end of any Due Period shall be less than the Minimum Principal Receivables Balance and Discover Bank shall have failed to convey assign Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after on behalf of the Holder of the Seller Certificate in at least the amount of such deficiency by the tenth day on which they are required to convey of the calendar month of the following due Period (for purposes of this clause (i) the amount of Receivables in Additional Accounts shall be determined as of the last day of the Due Period preceding the assignment of such Receivables or Participation Interests pursuant to Section 2.09(athe Trust);
(f) a Servicer Default shall occur; or
(gk) a Transfer Restriction any other event specified as an Amortization Event in the Series Supplement for such Series shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Discover Card Execution Note Trust), Pooling and Servicing Agreement
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part Any of the Sellers (i) Borrower Parties shall fail to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or made by it under the Transaction Documents when due and such failure shall continue for two (ii2) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;Business Days.
(bi) any Any representation or warranty made by any of the Sellers Borrower Parties in this Agreement or the Receivables Sale Agreement shall prove to have been incorrect in any Supplement material respect (solely in cases where such representation and warranty is not already qualified by materiality) or in any respect (in all other cases) when made or deemed made, (ii) any information contained in any Monthly Report or Weekly Report shall prove to identify have been incorrect in any material respect when made, or (iii) any representation, warranty, certification or statement (other than relating to projections or other forward-looking information) made by any of the Accounts required to be Borrower Parties in any other Transaction Document or in any other document delivered by the Sellers pursuant to Section 2.01 hereto or 2.09 thereto (iother than in a Monthly Report or Weekly Report) shall prove to have been incorrect in any material respect when made or when delivereddeemed made; provided, which continues that no such event shall constitute an Amortization Event if the Borrower shall have timely paid to the Agent the Deemed Collection required to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) paid as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period event in accordance with the provisions of this Agreement;Section 1.4.
(c) any Any of the Sellers Borrower Parties shall consent fail to the appointment of a conservatorperform or observe any covenant contained in Section 7.1(a) or (b), receiver Section 7.2 or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);Section 8.5 when required.
(d) the Trust shall become an “investment company” within the meaning Any of the Investment Company Act;Borrower Parties shall fail to perform or observe any other covenant or agreement under any Transaction Documents (after giving effect to all cure periods and notice requirements) and such failure shall continue for fifteen (15) consecutive Business Days.
(e) a failure Failure of the Borrower to pay any Indebtedness (other than the Aggregate Unpaids) in excess of $10,000 when due or the default by the Sellers Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to convey Receivables in Additional Accounts cause, or Participation Interests to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);date of maturity thereof.
(f) Failure of the Parent or any of its Subsidiaries other than the Borrower to pay Indebtedness in excess of $20,000,000 in aggregate principal amount (Indebtedness in such amount being referred to hereinafter as “Material Indebtedness”) when due (after giving effect to any applicable grace periods with respect thereto and whether or not such failure to pay is waived); or the default by the Parent or any of its Subsidiaries other than the Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Parent or any of its Subsidiaries other than the Borrower shall be declared to be due and payable or required to be prepaid (other than by a Servicer Default shall occur; orregularly scheduled payment) prior to the date of maturity thereof.
(g) a Transfer Restriction An Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Bankruptcy shall occur with respect to any Borrower Party or the Parent.
(h) As at the end of any Calculation Period (other than any Special Calculation Period):
(i) the three-month rolling average Delinquency Ratio shall be greater than or equal to 3.00%,
(ii) the three-month rolling average Default Ratio shall be greater than or equal to 1.50%,
(iii) the three-month rolling average Dilution Ratio shall be greater than or equal to 3.50%, or
(iv) the Accounts Receivable Turnover Ratio shall be less than 10.00.
(i) As at the end of any Special Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall be greater than or equal to 4.00%,
(ii) the three-month rolling average Default Ratio shall be greater than or equal to 2.00%,
(iii) the three-month rolling average Dilution Ratio shall be greater than or equal to 5.50%, or
(iv) the Accounts Receivable Turnover Ratio shall be less than 8.00.
(j) At any time during any CBA Liquidity Period, the Parent shall have Available Liquidity of less than $50,000,000.
(k) A Change of Control shall occur.
(l) (i) One or more final judgments of a court of competent jurisdiction for the payment of money in an aggregate amount of $10,000 or more shall be entered against the Borrower or (ii) one or more final judgments of a court of competent jurisdiction for the payment of money in an amount in excess of $20,000,000, individually or in the aggregate, shall be entered against the Parent or any of its Subsidiaries (other than the Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution..
(m) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement with respect to the last remaining Originator or all outstanding Series without Originators shall for any notice reason cease to transfer, or other action on cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Borrower under the Receivables Sale Agreement.
(n) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Trustee Borrower, or any Originator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Certificateholders immediately upon Agent for the occurrence benefit of the Lender shall cease to have a valid and perfected first priority security interest in the Purchased Receivables and all other items of Collateral in which an interest therein may be perfected by the filing of a financing statement under Article 9 of the applicable UCC and the proceeds of the foregoing.
(o) On any day, the Credit Exposure shall exceed the Facility Limit or a Borrowing Base Deficiency shall exist, and such event shall continue unremedied for two (2) Business Days after (i) notice has been given to the Borrower by the Lender, the LC Issuer or the Agent of such eventoccurrence or (ii) an Authorized Officer of the Borrower shall have knowledge thereof.
(p) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Purchased Receivables or the Related Security or the PBGC shall, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Purchased Receivables or the Related Security, and any such lien shall not have been released within the earlier to occur of (i) seven (7) days after the date of such filing and (ii) the day on which the Agent becomes aware of such filing.
(q) The Borrower or any Subsidiary, or any member of its Controlled Group, shall fail to pay by the final date on which any such payment may be made without penalty or without attachment of liens on its assets an amount or amounts aggregating in excess of $20,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA.
(r) Any event shall occur which has, or could be reasonably expected to have a Material Adverse Effect (excluding any events or matters, including, without limitation, multi-employer pension contingencies of the type disclosed and discussed in the Parent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 as filed with the SEC).
(s) The Adjusted Leverage Ratio shall be greater than 3.50.
(t) Any Person shall be appointed as an Independent Manager of the Borrower without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii).
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) Any Seller Party, any Originator or Marathon shall fail to make any payment or deposit required by the terms of this Agreement or hereunder (including, without limitation, a payment under Section 1.5(n)(ii)) when due and, for any Supplement on or before the date occurring five Business Days after the date such payment or deposit which is not in respect of Capital or required to be madeunder Section 2.6, or such failure continues for three (3) Business Days;
(ii) duly Servicer shall fail to observe deliver any Monthly Report, Weekly Report or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Daily Report as and when required hereunder and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues shall remain unremedied for (i) in the case of a period Monthly Report, two (2) Business Days and (ii) in the case of 60 days after the date on which notice a Weekly Report or Daily Report, one (1) Business Day; or
(iii) Any Seller Party, any Originator or Marathon shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure, requiring the same to be remedied, failure shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;continue for five (5) consecutive Business Days.
(b) any Any representation or warranty made by the Sellers any Seller Party, any Originator or Marathon in this Agreement Agreement, any other Transaction Document or any Supplement amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Transaction Document or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 amendment or 2.09 (i) modification thereof or waiver thereunder shall prove to have been incorrect in any material respect when made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve‑out or exception based on a Material Adverse Effect by its express terms).
(i) Failure of Seller to pay any Indebtedness when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, due; or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) the failure of Marathon, any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of such incorrectness the interests voluntary sale or transfer of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables property or all assets securing such Receivables, if applicable, during such period Indebtedness or is voluntarily prepaid in accordance with the provisions of this Agreement;full.
(ci) Any Seller Party, any of the Sellers Originator or Marathon shall consent to the appointment of a conservator, receiver generally not pay its debts as such debts become due or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts, or voluntarily suspend payment of a substantial part of its obligations (assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such act case, such proceeding or occurrence being petition shall continue undismissed for sixty (60) days or an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning order or decree approving or ordering any of the Investment Company Act;
foregoing shall be entered by such court; (eiii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a failure by the Sellers substantial part of its assets, under any law relating to convey Receivables in Additional Accounts bankruptcy, insolvency or Participation Interests reorganization or relief of debtors, (B) consent to the Trust within five Business Days after the day on which they are required institution of, or fail to convey such Receivables contest in a timely and appropriate manner, any proceeding or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event petition described in paragraph subclause (a), (bii) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), this clause (d), (eC) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (giii) above in this subsection (d).
(e) Seller shall fail to comply with the terms of Section 2.6 hereof.
(f) As at the end of any calendar month:
(i) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.50%; or
(ii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.00%; or
(iii) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 4.00%; or
(iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00.
(i) A Change of Control shall occur; (ii) Marathon shall cease to own, subject directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to applicable lawdirectly own 100% of the equity interests of Seller.
(i) One or more final judgments for the payment of money in excess of $10,000 shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $100,000,000, an Amortization Event individually or in the aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or, (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement (Canada) shall occur under the Receivables Transfer Agreement (Canada) or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement (Canada) or (iii) the “Termination Date” under and as defined in the Receivables Transfer Agreement (U.S.) shall occur under the Receivables Transfer Agreement (U.S.) or MPST LLC shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement (U.S.).
(j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to all outstanding Series without a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any notice Seller Party or other action on any Originator, as applicable (except with the part consent of the Trustee parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Certificateholders immediately upon Administrative Agent for the occurrence benefit of such event.the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement, under the Receivables Transfer Agreement (Canada) or under the Receivables Transfer Agreement (U.S.) and (b)
Appears in 1 contract
Sources: Receivables Sale Agreement (Marathon Petroleum Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers, the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month:
(i) commencing on the third Fiscal Month after the Closing Date, the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 7.00%, or
(ii) commencing on the third Fiscal Month after the Closing Date, the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 3.30%, or
(iii) commencing on the end of the first Fiscal Month after the Closing Date, Excess Spread is less than 0.75%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or any party other than Agent thereto shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(n) PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) As determined commencing with fiscal quarter ending April 28, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Contract Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more ------------------- of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or hereunder when due and, for any Supplement on or before the date occurring five Business Days after the date such payment or deposit which is required to be madenot in respect of Capital, such failure continues for one (1) day, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of this ---------- paragraph (a)) and such failure shall continue for five (5) consecutive Business Days after the Sellers set forth in this Agreement earlier of written notice from the Collateral Agent or any Supplement, which failure has a material adverse effect Managing Agent or Purchaser or actual knowledge on the Investor Certificateholders part of any Series and which continues unremedied for a period of 60 days after the date on which notice such Seller Party of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;.
(b) any Any representation or warranty made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or deemed made.
(i) Failure of Seller to pay any Indebtedness when delivereddue; (ii) failure of any other Seller Party to pay Indebtedness when due in excess of $25,000,000; or (iii) the default by any Seller Party in the performance of any term, which continues to be incorrect provision or condition contained in any material respect for a period agreement under which any such Indebtedness was created or is governed, the effect of 60 days after the date on which notice of such failure, requiring the same is to be remedied, shall have been given to the Sellers by the Trusteecause, or to permit the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result holder or holders of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; providedIndebtedness to cause, however, that an Amortization Event shall not be deemed such Indebtedness to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent become due prior to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party or any of its Material Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment any proceeding shall be instituted by or against any Seller Party or any of its obligations Material Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, and, with respect to a Seller Party or any of its Subsidiaries other than the Seller, such proceeding shall not be stayed, released, vacated or fully bonded within sixty (60) days after commencement, filing or levy or (ii) any such act Seller Party or occurrence being an “Insolvency Event”);
any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection ---------- ---------- (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;). ---
(e) a failure by The aggregate Purchaser Interests shall exceed 100% and shall continue as such until the Sellers to convey Receivables in Additional Accounts or Participation Interests to earlier of (i) one Business Day following the Trust within five Business Days after date any Seller Party has actual knowledge thereof and (ii) the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);next Settlement Date.
(f) a Servicer Default As at the end of any calendar month, the Delinquency Ratio shall occur; orexceed 6.25%, or the Loss-to-Balance Ratio shall exceed 5.25%, or the Receivables Dilution Ratio shall exceed 6.75%.
(g) a Transfer Restriction Event shall occur; then, in the case A Change of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Control shall occur with respect to all outstanding Series any Seller Party.
(h) One or more final judgments for the payment of money shall be entered against Seller or one or more final judgments for the payment of money in excess of $25,000,000 shall be entered against any other Seller Party on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(i) Any "Amortization Event" or the "Amortization Date" shall ------------------ ----------------- occur under either Receivables Sale Agreement, (ii) the Originator shall for any notice reason cease to transfer, or other action cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to CGSF under the Tier One Receivables Sale Agreement, or (iii) CGSF shall for any reason cease to transfer, or cease to have legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Tier Two Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor on the part Receivables constituting a material portion of the Trustee Receivables shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Certificateholders immediately upon Collateral Agent for the occurrence benefit of such eventthe Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers (if any), the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
). 39 737768156 10446458 (e) a (i) Seller shall fail to comply with the terms of Section 2.6 or Section 7.3 hereof or (ii) Servicer shall fail to comply with the terms of Section 8.5(b) and such failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five shall continue for one (1) Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);Day.
(f) a Servicer Default As at the end of any Fiscal Month:
(i) the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 5.0%, or
(gii) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% average of the aggregate unpaid principal amount Default Ratio for such Fiscal Month and each of any Series the two immediately preceding Fiscal Months shall exceed 3.30%,
(iii) Excess Spread is less than 0.75%, or
(iv) the average of Investor Certificates to which the Payment Rate for such event relates by notice then given to Fiscal Month and each of the Sellers and the Servicer two immediately preceding Fiscal Months shall be less than (and to the Trustee if given by the Investor CertificateholdersA) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as the period ending on the last day of the date of such noticeFiscal Month ending in July 2020, and, in the case of any event described in paragraph (c)2.40%, (d), (eB) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action the period ending on the part last day of the Trustee or Fiscal Month ending in August 2020, 2.40% and (C) with respect to any period ending after the Certificateholders immediately upon last day of the occurrence of such eventFiscal Month ending in August 2020, 3.00%.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $10,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6.
(f) a Servicer As at the end of any Fiscal Month: 737919142 18589498
(i) the average of the Losses-to-Liquidation Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 1.0%,
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 4.0%, or
(iii) the average of the Dilution Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 6.0%,
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) [Reserved].
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Purchase Termination Date” or any “Purchase Termination Event” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) [Reserved].
(m) [Reserved].
(n) PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders 737919142 18589498 Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a) and paragraph 9.1(e)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;five (5) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of (i) $5,000,000 with respect to any item of Indebtedness or (ii) $10,000,000 in the Sellers shall consent to aggregate with all other such Indebtedness; or the appointment default by any Seller Party in the performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party or any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment (ii) any proceeding shall be instituted by or against any Seller Party or any of its obligations Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any such act Seller Party or occurrence being an “Insolvency Event”);
any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(f) a Servicer Default As at the end of any month:
(i) the average of the Loss-to-Liquidation Ratios for the three (3) months then most recently ended shall occur; exceed 2.30%,
(ii) the average of the Delinquency Ratios for the three (3) months then most recently ended shall exceed shall exceed 1.15%, or
(iii) the average of the Dilution Ratios for the three (3) months then most recently ended shall exceed shall exceed 5.70%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the case aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) The "PURCHASE TERMINATION DATE" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(k) Originator shall cease to own 100% of Seller.
(l) Originator shall breach any of the covenants (incorporated herein by this reference as if set forth herein in their entirety) of Originator in Sections 9.1, 9.2 and 9.3 of the Originator Credit Agreement.
(m) The occurrence of any event described Event of Default under and as defined in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series Originator Credit Agreement as of in effect on the date of such noticethis Agreement (regardless of whether the same remains in effect) and as hereafter amended or otherwise modified from time to time in accordance with the terms thereof; PROVIDED, andHOWEVER, in the case that no amendment, waiver or modification of any event described in paragraph (c)provision of Articles VIII, (d), (e) IX or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence X of such eventOriginator Credit Agreement (or of any defined term used in any such provision) shall be effective for purposes of this clause (m) unless Bank One, NA has expressly consented thereto.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Omnova Solutions Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) Any Seller Party shall fail to make any payment or deposit of Capital required by to be paid under this Agreement; or (ii) any Seller Party shall fail to make any payment or deposit of any other amount required to be paid to the terms Administrative Agent or any of the Purchasers or Indemnified Parties under this Agreement or any Supplement on or before the date occurring other Transaction Document to which it is a party and such failure under this clause (ii) continues for five (5) consecutive Business Days after the date such payment when the same was required to be made.
(b) Any Seller Party shall fail to perform or deposit observe any covenant contained in any provision of Section 5.2, Section 6.2(c) or Section 6.6 when the same is required to be madeperformed.
(c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 7.1) or any other Transaction Document to which it is a party and such failure shall continue for thirty (30) days following the earlier to occur of (i) notice from the Administrative Agent or any of the Purchasers of such non-performance or non-observance, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice an Authorized Officer of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, Seller Party otherwise becomes aware of such non-performance or to the Sellers and the Trustee by an Investor Certificateholder;non-observance.
(bd) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement or any information to identify the Accounts other document required to be delivered by the Sellers pursuant to Section 2.01 hereto or 2.09 (i) thereto shall prove to have been incorrect when made or deemed made in any material respect when made or when delivered, which continues to be incorrect respect; provided that the materiality threshold in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event this subsection shall not be deemed applicable with respect to have occurred under this paragraph if the Sellers have repurchased the related Receivables any representation or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of warranty which itself contains a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;materiality threshold.
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests On any Settlement Date, after giving effect to the Trust within five Business Days turnover and application of Collections and Deemed Collections, the Aggregate Capital shall exceed the Facility Limit or an Investment Excess shall be continuing.
(i) Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the day on which they are applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to convey be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Receivables or Participation Interests pursuant Indebtedness shall be required to Section 2.09(a);
(f) a Servicer Default shall occurbe made, in each case prior to the stated maturity thereof; or
(gii) Performance Guarantor, Servicer or any Originator shall fail to pay any principal of or premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a Transfer Restriction Event regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Material Indebtedness shall occur; thenbe required to be made, in the each case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given prior to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventstated maturity thereof.
Appears in 1 contract
Sources: Omnibus Amendment (Pool Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to observe make any payment or perform deposit of any other covenants amount required hereunder when due and such failure shall continue for two (2) consecutive Business Days, or agreements of the Sellers (iii) to perform or observe any term, covenant or agreement set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the TrusteeSection 7.2 hereof, or (iv) to the Sellers perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c)(second sentence only), and the Trustee by an Investor Certificateholder;such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this paragraph (a)) and such failure shall continue for five (5) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the Sellers default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall consent be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the appointment date of a conservator, receiver maturity thereof.
(d) (i) Any Seller Party or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities Provider shall generally not pay its debts as such debts become due or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property or (iii) any such act Seller Party or occurrence being an “Insolvency Event”);
Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust shall not have been remedied within five one Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);Day.
(f) a Servicer (i) As at the end of any calendar month, the average of the Default Ratios for the three most recently-ended calendar months shall occur; orexceed 4.50%, or (ii) as at the end of any calendar month, the average of the Dilution Ratios for the three most recently-ended calendar months shall exceed 2.25%, or (iii) as at the end of any calendar month, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed 2.50%.
(g) a Transfer Restriction Event A Change of Control shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $10,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6.
(f) a Servicer As at the end of any Fiscal Month: 737938467 18589498
(i) the average of the Losses-to-Liquidation Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 1.0%,
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 4.5%, or
(iii) the average of the Dilution Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 5.0%,
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) [Reserved].
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Purchase Termination Date” or any “Purchase Termination Event” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) [Reserved].
(m) [Reserved].
(n) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement. 737938467 18589498
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) As determined commencing with fiscal quarter ending July 28, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If any one In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following events shall occurbe Amortization Events with respect to the Series 1999-1 Notes and shall constitute the Amortization Events set forth in Section 9.1(f) of the Base Indenture with respect to the Series 1999-1 Notes:
(a) failure a Series 1999-1 Enhancement Deficiency shall occur and continue for at least two (2) Business Days;
(b) the Issuer defaults in the payment of any interest on, or other amount payable in respect of, the Series 1999-1 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days;
(c) the Issuer defaults in the payment of any principal of the Series 1999-1 Notes when the same becomes due and payable and such default continues for a period of one (1) Business Day;
(d) all principal of and interest on the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement Series 1999-1 Notes is not paid in full on or before the date occurring Series 1999-1 Termination Date;
(e) the Issuer fails to comply with any of its other agreements or covenants in, or provisions of, the Series 1999-1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 1999-1 Noteholder and continues to materially and adversely affect the interests of the Series 1999-1 Noteholder for a period of forty-five Business Days (45) days after the earlier of (i) the date such payment or deposit is required to be made, on which the Issuer obtains knowledge thereof or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers Issuer by the Trustee, Trustee or to the Sellers Issuer and the Trustee by an Investor Certificateholder;
(b) any representation the ARG Trustee or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding1999-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)1 Required Noteholders;
(f) any representation made by the Issuer in the Indenture or any Related Document is false and such false representation materially and adversely affects the interests of the Series 1999-1 Noteholder and such false representation is not cured for a Servicer period of forty-five (45) days after the earlier of (i) the date on which the Issuer obtains knowledge thereof or (ii) the date that written notice thereof is given to the Issuer by the Trustee or to the Issuer and the Trustee by the ARG Trustee or the Series 1999-1 Required Noteholders;
(g) (i) any Lease Event of Default described in Section 17.1.1(i) or 17.1.5 of any Leasing Company Lease shall occur, whether or not subsequently waived by the Issuer, or (ii) any other Lease Event of Default under any Leasing Company Lease shall occur, whether or not subsequently waived by the Issuer;
(h) the Lease is terminated for any reason; or
(gi) a Transfer Restriction Event any of the Related Documents (other than any Related Document relating solely to another Series of Notes) or any material portion thereof shall occur; thennot be in full force and effect, enforceable in accordance with its terms (other than any Related Document that has been terminated in accordance with its terms or any Manufacturer Program which is not in full force and effect or unenforceable, in its entirety or with respect to any material portion solely as a result of the occurrence of an Event of Bankruptcy with respect to the related Manufacturer) or the Issuer, any Lessee or the Servicer shall so assert in writing. In the case of (i) any event described in paragraph clause (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) g)(i), or (g), subject to applicable lawh) above, an Amortization Event shall occur with respect to all outstanding the Series 1999-1 Notes shall immediately occur without any notice or other action on the part of the Trustee or any Series 1999-1 Noteholder or (ii) any event described in clause (e), (f), (g)(ii) or (i) above, either the Certificateholders immediately upon Trustee, by written notice to the occurrence Issuer, or the Series 1999-1 Required Noteholders, by written notice to the Issuer and the Trustee, may declare that an Amortization Event has occurred with respect to the Series 1999-1 Notes as of such eventthe date of the notice. An Amortization Event described in clause (e), (f), (g)(ii), or (i) above shall be subject to waiver in accordance with Section 9.4 of the Base Indenture. An Amortization Event described in clause (a), (b), (c), (d), (g)(i), or (h) shall be subject to waiver by all of the Series 1999-1 Noteholders.
Appears in 1 contract
Sources: Fifth Amended and Restated Series 1999 1 Supplement (Vanguard Car Rental Group Inc.)
Amortization Events. If (a) In addition to occurrence of any one of the events referred to in Section 3.15(a) of the Pooling and Servicing Agreement, the occurrence of any one or more of the following events shall occurbe an “Amortization Event” in respect of the Series 202●-● Ownership Interest:
(ai) (A) failure on the part of RBC, in its capacity as the Sellers (i) Seller, or the Servicer, to make any payment distribution, transfer or deposit required by in respect of the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madeSeries 202●-● Ownership Interest, or (iiB) duly failure on the part of RBC, in its capacity as the Seller, or the Servicer, to observe or perform any other covenants covenant or agreements of agreement contained in the Sellers set forth in this Pooling and Servicing Agreement or any Supplementthis Series 202●-● Purchase Agreement, which if such failure has a material adverse effect on the Investor Certificateholders ability of any the Co-Owner or, if the Co-Owner is not the Trust, the Trust to satisfy its obligations to holders of the Series 202●-● Notes (without regard to funds available in the Reserve Account) and which continues unremedied for a period of 60 sixty days after delivery by the date on which Custodian or the Co-Owner of written notice of such failure, requiring the same to be remedied, shall have been given thereof to the Sellers by Seller or the Trustee, or to the Sellers and the Trustee by an Investor CertificateholderServicer;
(bii) any representation or warranty made by RBC, in its capacity as the Sellers Seller, or the Servicer, in this the Pooling and Servicing Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove this Series 202●-● Purchase Agreement, is found to have been incorrect when made, or any information required to be given by RBC, in any its capacity as the Seller, or the Servicer, is found to have been incorrect when given, and such incorrect representation, warranty or information has a material respect when made or when deliveredadverse effect on the ability of the Co-Owner or, which if the Co-Owner is not the Trust, the Trust to satisfy its obligations to holders of the Series 202●-● Notes (without regard to funds available in the Reserve Account) and continues to be incorrect in any material respect or unremedied for a period of 60 sixty days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers delivery by the TrusteeCustodian or the Co-Owner of written notice thereof to RBC and any successor;
(iii) the occurrence of a Servicer Termination Event in respect of the Series 202●-● Ownership Interest;
(iv) the average Series Income Share for the Series 202●-● Ownership Interest during the three preceding Determination Periods occurring during the Revolving Period is less than the sum of (a) the Funding Costs and Additional Funding Expenses, or to (b) the Sellers and the Trustee by an Investor CertificateholderSeries Pool Losses, and (iic) as a result of the Contingent Successor Servicer Amount, in each case, for the Series 202●-● Ownership Interest averaged over such incorrectness the interests three preceding Determination Periods provided that in respect of the Investor Certificateholders initial Determination Period Funding Costs shall be multiplied by the fraction 30/● for the purpose of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if making the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreementforegoing calculations;
(cv) on any of Determination Day, the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises average Payment Rate for the appointment of a conservatorrelated Determination Period and the two immediately preceding Determination Periods, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”)is less than 10%;
(dvi) the Trust shall become an “investment company” within the meaning sum of the Investment Company ActSeries Income Share for the Series 202●-● Ownership Interest for a Determination Period occurring during the Accumulation Period plus the Available Reserve Amount on the related Determination Day is less than the sum of (A) the Funding Costs and Additional Funding Expenses, and (B) the Series Pool Losses, in each case for such Determination Period;
(evii) on any Reporting Day, the sum of all amounts withdrawn from the Reserve Account on or prior to such day in respect of a Cumulative Invested Amount Deficiency and a Cumulative Entitlement Deficiency exceeds 2.00% of the Initial Invested Amount of the Series 202●-● Ownership Interest;
(viii) on the applicable Expected Final Payment Date the balance on deposit in the Distribution Account after any amounts are deposited therein from the Reserve Account is insufficient to satisfy in full the interest and principal due on the Series 202●-● Notes;
(ix) except where the Rating Agency Condition has been satisfied, the Seller, in respect of outstanding Accounts for which a Specified Account Designation is applicable, ceases to be a member, licensee or customer, as applicable, in good standing of the related Specified Account Designation Entity or the credit card system relating thereto, unless the Seller provides an Officer's Certificate stating that the condition(s) resulting in its ceasing to be such a member, licensee or customer are being diligently contested or rectified;
(x) a failure Related Event of Default shall have occurred and be continuing; or
(xi) on any Business Day (A) the Servicer is required pursuant to Section 5.02(a) of the Pooling and Servicing Agreement to deposit Collections into the Collection Account not later than the second Business Day after the Date of Processing thereof, (B) the Servicer continues to commingle excess Collections, Purchase Proceeds and amounts in respect to Credit Adjustments as permitted by Section 5.02(a)(i) of the Sellers Pooling and Servicing Agreement, and (C) the Servicer fails to convey Receivables deliver to DBRS, if required, the Officers’ Certificate described in Additional Accounts paragraph (c) of the definition of Partial Commingling Condition on or Participation Interests to before the Trust within date that is five Business Days after the day on which they are date such delivery is required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventbe made.
Appears in 1 contract
Sources: Series Purchase Agreement (Golden Credit Card Trust)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Originator shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, Transaction Document to which it is a party and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;three (3) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers Originator in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affecteddeemed made; provided, however, that any breach of the representations and warranties set forth in Sections 2.1(i), (s) or (t) shall not constitute an Amortization Event shall not be deemed unless such breach or breaches apply in the aggregate to have occurred under this paragraph if a material portion of the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;.
(c) Failure of Originator to pay when due any Indebtedness having an outstanding principal balance in excess of $25,000,000; or the Sellers shall consent to default by Originator in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Originator or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment (ii) any proceeding shall be instituted by or against Originator or any of its obligations (Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; provided that in the event any such act proceedings shall have been instituted against Originator or occurrence being any Significant Subsidiary, such proceedings shall have continued undismissed or unstayed and in effect for a period of sixty (60) consecutive days or an “Insolvency Event”);
order for relief shall have been entered in such proceedings; or (iii) Originator or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in the foregoing clause (i) or (ii) of this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);A Change of Control shall occur.
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; thenOne or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the case aggregate, shall be entered against Originator, and such judgment shall continue unsatisfied and in effect for ten (10) consecutive days without a stay of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventexecution.
Appears in 1 contract
Sources: Receivables Sale Agreement (Anixter International Inc)
Amortization Events. If any one of the following events (each an “Amortization Event”) shall occur:
: (a) failure on the part of the Sellers )
(i) Any CNE Party shall fail to make any payment or deposit required or transfer any monies to be made by the terms of this Agreement it hereunder or under any Supplement on or before the date occurring five other Transaction Document as and when due and such failure is not remedied within two (2) Business Days after the date such payment written notice to, or deposit is required to be madeknowledge thereof by, any CNE Party or (ii) duly the Servicer shall breach Section 8.06 and such failure shall remain unremedied for three (3) Business Days; (b) A Borrowing Base Deficit shall occur, and shall not have been cured within three (3) Business Days; (c) Any CNE Party shall fail to perform or observe any term, covenant or perform agreement as and when required hereunder or under any other covenants Transaction Document to which it is a party (other than as referred to in clause (a) above or agreements of the Sellers set forth as otherwise separately provided for in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series Section 9.01) and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring solely to the same to be remediedextent capable of cure, shall have been given to the Sellers by the Trusteecontinue unremedied for fifteen (15) Business Days after written notice to, or to the Sellers and the Trustee by an Investor Certificateholder;
knowledge thereof by, any CNE Party; (bd) any Any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required deemed to be delivered made by the Sellers pursuant to Section 2.01 any CNE Party under or 2.09 (i) in connection with any Transaction Document shall prove to have been false or incorrect in any material respect when made or when delivered, which continues deemed to be made, and, if capable of cure, such representation or warranty shall continue to be false or incorrect for ten (10) Business Days after written notice to, or knowledge thereof by, any CNE Party; (e) Any CNE Party shall fail to pay any principal of or premium or interest on any Indebtedness that is outstanding in any material respect for a period principal amount in excess of 60 days $100,000,000 in the aggregate (but excluding Indebtedness hereunder and Nonrecourse Indebtedness) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the date on which notice applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such failure, requiring the same event or condition is to be remedied, shall have been given to the Sellers by the Trusteeaccelerate, or to permit the Sellers and acceleration of, the Trustee by an Investor Certificateholder, and (ii) as a result maturity of such incorrectness Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreementstated maturity thereof;
(ci) any of the Sellers Any CNE Party shall consent to the appointment of a conservator, receiver generally not pay its debts as such debts become due or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurcreditors; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders ii) an Event of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has Bankruptcy shall have occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) CNE Party; or (g), subject iii) any CNE Party or any parent thereof shall take any corporate or other action to applicable law, an Amortization authorize any Event shall occur of Bankruptcy with respect to all outstanding Series without any notice or other action on CNE Party; (g) As at the part end of any Fiscal Month (such date, the “Determination Date”): (i) the average for three consecutive Fiscal Months of the Trustee Days Sales Outstanding shall exceed 65.0 days; (ii) the average for three consecutive Fiscal Months of the Default Ratio shall exceed 10.0%; or (iii) the Certificateholders immediately upon average for three consecutive Fiscal Months of the occurrence of such event.Dilution Ratio shall exceed 1.5%;
Appears in 1 contract
Sources: Receivables Financing Agreement (Constellation Energy Generation LLC)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in 48 742515825 10446458 any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers (if any), the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month:
(i) the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 5.0%, or
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 3.30%,
(iii) Excess Spread is less than 0.75%, or
(iv) the average of the Payment Rate for such Fiscal Month and each of the two immediately preceding Fiscal Months shall be less than 3.00%.
(g) a Transfer Restriction Event A Change of Control shall occur; then. 742515825 10446458
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or US Bank shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(n) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. 50 742515825 10446458
(p) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor CertificateholdersLegal Maturity Date.
(s) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), The Reserve Account shall not be subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without the Reserve Account Agreement at any notice or other action on time after the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventPost-Amendment Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) Any Seller Party shall fail to make any payment or deposit of Capital required by to be paid under this Agreement; or (ii) any Seller Party shall fail to make any payment or deposit of any other amount required to be paid to the terms Administrative Agent or any of the Purchasers or Indemnified Parties under this Agreement or any Supplement on or before the date occurring other Transaction Document to which it is a party and such failure under this clause (ii) continues for five (5) consecutive Business Days after the date such payment when the same was required to be made.
b. Any Seller Party shall fail to perform or deposit observe any covenant contained in any provision of Section 5.2, Section 6.2(c) or Section 6.6 when the same is required to be madeperformed.
c. Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 7.1) or any other Transaction Document to which it is a party and such failure shall continue for thirty (30) days following the earlier to occur of (i) notice from the Administrative Agent or any of the Purchasers of such non-performance or non-observance, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice an Authorized Officer of such failureSeller Party otherwise becomes aware of such non-performance or non-observance.
d. Any representation, requiring the same to be remediedwarranty, shall have been given to the Sellers by the Trustee, certification or to the Sellers and the Trustee by an Investor Certificateholder;
(b) any representation or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement or any information to identify the Accounts other document required to be delivered by the Sellers pursuant to Section 2.01 hereto or 2.09 (i) thereto shall prove to have been incorrect when made or deemed made in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.
e. On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, the Aggregate Capital shall exceed the Facility Limit or an Investment Excess shall be continuing.
(i) Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when made the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or when deliveredotherwise), which continues and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be incorrect in any material respect for a period of 60 days after the date on which notice of such failuredue and payable, requiring the same or required to be remediedprepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall have been given be required to be made, in each case prior to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and stated maturity thereof; or
(ii) as a result Performance Guarantor, Servicer or any Originator shall fail to pay any principal of or premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such incorrectness failure shall continue after the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivablesapplicable grace period, if applicableany, during such period specified in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver agreement or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or instrument relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such SellerMaterial Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the Sellers acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof.
(i) Any Seller Party or any Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurcreditors; or
(gii) Any proceeding shall be instituted by or against Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a Transfer Restriction Event receiver, trustee or other similar official for it or any substantial part of its property, or
(iii) (A) Any proceeding shall occur; thenbe instituted by Performance Guarantor, Servicer or any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (B) any proceeding shall be instituted against Performance Guarantor, Servicer or any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, unless such proceeding is consented to or acquiesced in by Performance Guarantor, Servicer or any Originator, such proceeding of the case of any event type described in paragraph this clause (aB) remains undismissed, unvacated or unstayed for a period of sixty (60) days, or
(iv) Any Seller Party or any Originator shall take any corporate or limited liability company action to authorize any of the actions set forth in clauses (i), (bii) or (fiii) above in this subsection (g).
h. As at the end of any calendar month:
i. the average of the Delinquency Ratios for the three months then most recently ended shall exceed 15.0%;
ii. the average of the Default Ratios for the three months then most recently ended shall exceed 3.0%; or
iii. the average of the Dilution Ratios for the three months then most recently ended shall exceed 12.0%.
i. A Change of Control shall occur.
(i) One or more final judgments for the payment of money in an amount in excess of $15,324, individually or in the aggregate, shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000 in any Fiscal Year shall be entered against Performance Guarantor, Servicer or any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
k. Either (i) the “Termination Date” under and as defined in the Sale Agreement shall occur or (ii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Sale Agreement, provided, however, that upon 30 days’ prior written notice, an Originator may cease to sell or contribute Receivables to Seller (and otherwise cease to be a party) under the Sale Agreement without causing an Amortization Event under this Agreement if such Originator has consolidated or merged with or into (or otherwise sold all or substantially all of its assets to) another Originator.
l. The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder.
m. This Agreement shall terminate in whole or in part (except in accordance with its terms), either or shall cease to be effective or to be the Trustee legally valid, binding and enforceable obligation of Seller, or any other Seller Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Holders of Investor Certificates evidencing more than 50% Administrative Agent for the benefit of the aggregate unpaid principal amount Purchasers shall cease to have a valid and perfected first priority Security Interest in the Receivables, the Related Security, the Collections with respect thereto, the Lock-Box Accounts or any of the Collection Accounts that is subject to an Account Control Agreement.
n. The Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Tax Code with regard to any Series of Investor Certificates the Receivables or Related Security and such Lien shall not have been released within thirty (30) days.
o. The PBGC shall file notice of a Lien pursuant to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred Section 4068 of ERISA with respect to such Series as any of the date of Receivables or Related Security and such notice, and, in Lien shall not have been released within thirty (30) days; or the case occurrence of any event described in paragraph of the following events: (c)i) the Performance Guarantor or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Section 412 of the Code, the Performance Guarantor or any ERISA Affiliate is required to pay as contributions thereto, (d)ii) an accumulated funding deficiency in excess of $5,000,000 occurs or exists, (e) whether or (g)not waived, subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice Pension Plan, (iii) an ERISA Termination Event or other action (iv) the Performance Guarantor or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding $5,000,000 in the aggregate or $2,000,000 per annum.
p. As of any fiscal quarter end, the Average Total Leverage Ratio (as defined in the Senior Credit Agreement as in effect on the part date hereof or hereafter amended with the consent of the Trustee Purchasers) is greater than or equal to 3.25 to 1.00. Notwithstanding the Certificateholders foregoing, in connection with any Permitted Acquisition (as defined in the Senior Credit Agreement) having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) equal to or in excess of $200,000,000, the Performance Guarantor may, at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increase the required Average Total Leverage Ratio pursuant to this clause (p) to 3.50 to 1.00, which such increase shall be applicable the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter (each, a “Leverage Ratio Increase”); provided that (x) such Leverage Ratio Increase shall apply solely with respect to compliance with this clause (p) and any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not apply to any other incurrence test set forth in this Agreement, (y) there shall be at least two (2) full fiscal quarters following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect and (z) there shall be no more than two (2) Leverage Ratio Increases during the term of this Agreement.
q. As of any fiscal quarter end the ratio of (a) EBITDAR (as defined in the Senior Credit Agreement as in effect on the date hereof or hereafter amended with the consent of the Purchasers) for the period of four (4) consecutive fiscal quarters ending on or immediately upon prior to such date to (b) the occurrence sum of (i) Interest Expense (as defined in the Senior Credit Agreement) paid or payable in cash for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such eventdate plus (ii) Rental Expense (as defined in the Senior Credit Agreement) for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date is less than 2.25 to 1.00.
Appears in 1 contract
Amortization Events. If any one Any of the following events shall occur:constitute a "Amortization Event."
(a) (i) failure on the part of NAFCO or the Administrator to make or cause to be made any payment or deposit, or any delivery of any report, required by the terms of this Agreement, any Supplement, any Certificate Purchase Agreement or the Purchase Agreement on or before five Business Days after date such payment, deposit or delivery is required to be made herein; (ii) failure on the part of the Sellers Seller to duly observe or perform Sections 6.1(g) and 6.3(a) of the Purchase Agreement or NAFCO to duly observe or perform Sections 7.02(e) or 7.02(n) or clause (i) to make any payment or deposit required by the terms (ii) of Section 7.02(d) of this Agreement Agreement, or any Supplement on the Trustee to duly observe or before the date occurring perform Section 5.01 of this Agreement, which failure has a Material Adverse Effect and continues unremedied for a period of five Business Days after the date on which written notice of such payment or deposit is required failure, requiring same to be maderemedied, shall have been given to NAFCO by the Trustee or to NAFCO and the Trustee by any Certificateholder; or (iiiii) failure on the part of NAFCO to duly to observe or perform any other covenants covenant or agreements agreement of the Sellers NAFCO set forth in this Agreement or any SupplementTransaction Document, which failure has a material adverse effect on the Investor Certificateholders of any Series Material Adverse Effect and which continues unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers NAFCO by the Trustee, Trustee or to the Sellers NAFCO and the Trustee by an Investor any Certificateholder;
(b) any representation or warranty made by the Sellers Seller in Sections 5.1(d) or 5.1(i) (i), (ii) or (iii) of the Purchase Agreement or by NAFCO in Sections 7.01(k)(i), (ii), or (iii) or 7.0.1(n) of this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when deliveredmade, which and continues to be incorrect in any material respect for a period of 60 days five Business Days after the date on which written notice of such failurebreach, requiring the same to be remedied, shall have been given to NAFCO by the Sellers Trustee or to NAFCO and the Trustee by any Certificateholder, or any other representation or warranty made by the Seller in the Purchase Agreement or by NAFCO in this Agreement shall prove to have been incorrect in any material respect when made, and continues to be incorrect in any material respect for a period of 30 days after the date on which written notice of such breach, requiring the same to be remedied, shall have been given to NAFCO by the Trustee, or to the Sellers NAFCO and the Trustee by an Investor any Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that a mistake in representation of a Receivable as an Amortization Event Eligible Receivable shall not be deemed constitute a Liquidation Event unless and until the Seller or NAFCO, as the case may be, has failed to have occurred make any cash payments owed under the Purchase Agreement or this paragraph if Agreement in respect of the Sellers have repurchased the related Noncomplying Receivables arising from such misrepresentation;
(c) an Event of Bankruptcy shall occur with respect to National Auto or NAFCO, or NAFCO shall become unable for any reason to transfer Receivables or all such Receivables, if applicable, during such period Related Transferred Assets to the Trust in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “"investment company” " within the meaning of the Investment Company ActAct of 1940, as amended;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)occurrence and continuance of an Administrator Default;
(f) a Servicer Default shall occur; orthe Net Loss Ratio for any Distribution Date exceeds 11% for any Calculation Period;
(g) the Net Loss Ratio for any Distribution Date exceeds 13% for any Calculation Period;
(h) the Delinquency Ratio exceeds 11% for any Calculation Period;
(i) the Delinquency Ratio exceeds 13% for any Calculation Period;
(j) the Gross Default Ratio for any Calculation Period exceeds 22%;
(k) the Gross Default Ratio for any Calculation Period exceeds 24%;
(1) a Transfer Restriction Event shall occur; then, requirement set forth in the case of any event described in paragraph clauses (a), iii) and (biv) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount definition of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event "Portfolio Requirements" shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.not have been satisfied for two consecutive Calculation Periods;
Appears in 1 contract
Sources: Pooling and Administration Agreement (National Auto Finance Co Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $10,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; thenproperty, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any event described Seller Party, the Performance Provider or any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in paragraph clauses (a), (bi) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholdersii) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, above in the case of any event described in paragraph (c), this subsection (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the ------------------- following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by hereunder when due which failure (except in the terms case of this Agreement or any Supplement on or before the date occurring five Invested Amount) continues for two (2) Business Days after the date such payment or deposit is required to be madeDays, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a) and paragraph 9.1(e)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;three (3) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect deemed made in any material respect for which would have a period Material Adverse Effect.
(i) Failure of 60 days after Seller to pay any Indebtedness when due taking into account any applicable grace period, and failure of Performance Guarantor and/or any of its Subsidiaries other than Seller to pay Indebtedness in excess of $10 million in aggregate principal amount when due taking in to account any applicable grace period; or (ii) the date on default by any Seller Party or Originator in the performance of any term, provision or condition contained in any agreement under which notice any Indebtedness described in the preceding clause (i) was created or is governed, the effect of such failure, requiring the same which is to be remedied, shall have been given to the Sellers by the Trusteecause, or to permit the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result holder or holders of such incorrectness Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or (iii) any Indebtedness described in clause (i) shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the interests date of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;maturity thereof.
(ci) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Any Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; Party or any of the Sellers its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; (ii) any proceeding shall be instituted by any Seller Party or voluntarily suspend payment any of its obligations Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, (iii) any proceeding of the type described in the preceding clause (ii) shall be instituted against any Seller Party and shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or (iv) an order for relief in respect of such act Person shall be entered in an involuntary case under the federal bankruptcy laws or occurrence being an “Insolvency Event”);
other similar laws now or hereafter in effect, or (v) any Seller Party or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(f) a Servicer Default As at the end of any calendar month:
(i) the average of the Dilution Ratios for the three months then most recently ended shall occurexceed 3.5%;
(ii) the average of the Delinquency Ratios for the three months then most recently ended shall exceed 4.5%; or
(giii) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% average of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice Default Ratios for the three months then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event most recently ended shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventexceed 4.35%.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Owens & Minor Inc/Va/)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part occurrence, continuance and, to the extent required, declaration of a Termination Event;
(b) a Servicer Default shall have occurred or, to the Sellers extent required, been declared;
(c) ▇▇▇▇▇, the Transferor or the Servicer, as applicable, shall fail to:
(i) (A) deliver a Monthly Report required to make any payment or deposit required by be delivered to the terms of this Agreement or any Supplement on or before the date occurring Administrative Agent within five (5) Business Days after the due date such payment thereof, or deposit is (B) deliver any report (other than a Monthly Report) required to be made, or delivered to the Administrative Agent within fifteen (15) days after the due date thereof,
(ii) duly to observe or perform any other the covenants or agreements of the Sellers set forth in this Agreement or any Supplementwith respect to Liens relating to the Transferred Receivables, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days three (3) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Sellers by Transferor or the TrusteeServicer, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor Certificateholder;Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable, or
(biii) duly observe or perform in any representation material respect any other covenant or warranty made by agreement of ▇▇▇▇▇, the Sellers Transferor or the Servicer, as the case may be, set forth in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when deliveredSale Agreement, which failure (A) results in an Adverse Effect on the Funding Agents or the Owners and (B) continues to be incorrect in any material respect unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Sellers Transferor or the Servicer, as applicable, or after discovery of such failure by an Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable; provided, however, no Amortization Event shall be deemed to occur if the relevant Transferred Receivables are repurchased in accordance with this Agreement;
(d) any representation or warranty made by the TrusteeTransferor or ▇▇▇▇▇ in this Agreement or the Sale Agreement, proves to have been incorrect in any material respect when made and such inaccuracy results in an Adverse Effect on the Funding Agents or the Owners and such Adverse Effect continues for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇ or the Transferor, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests Authorized Officer of the Investor Certificateholders of any Series are materially and adversely affectedTransferor or ▇▇▇▇▇, as applicable; provided, however, that an no Amortization Event shall not be deemed to have occurred under this paragraph occur if the Sellers have relevant Transferred Receivables relating to such representation or warranty are repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) an Asset Base Deficiency exists and such condition has existed unremedied for a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within period of five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)(5) consecutive days;
(f) the three-month average Default Ratio relating to the Transferred Receivables shall exceed 9.00%;
(g) the three-month average Delinquency Ratio relating to the Transferred Receivables shall exceed 3.50%;
(h) the three-month average Dilution Ratio relating to the Transferred Receivables shall exceed 6.0%
(i) the Transferor shall fail to comply with the Hedging Requirements and such failure shall continue unremedied for more than ten (10) days after written notice thereof being given in accordance with Section 9.3 to an Authorized Officer of the Transferor or the Servicer by the Administrative Agent or any Funding Agents;
(j) a Change of Control shall have occurred;
(k) litigation, arbitration or governmental proceedings shall have been instituted involving ▇▇▇▇▇, the Transferor or the Transferred Receivables that could reasonably be expected to materially and adversely affect ▇▇▇▇▇, the Transferor or the collectability of the Transferred Receivables;
(l) any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $250,000 (in either case to the extent not adequately covered by insurance as to which a solvent insurance company has not denied coverage) shall be entered or filed against the Transferor or any of its assets and shall remain undischarged, unpaid, unvacated, unappealed, unbonded or unstayed for a period of thirty (30) days (or in any event later than five days prior to the date of any proposed sale thereunder);
(m) ▇▇▇▇▇, the Transferor, TMUS or TMUSA shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $100,000,000 in the aggregate, in each case when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure to pay shall continue for two (2) days after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;
(n) there shall have occurred an event or situation with respect to the Transferor, the Guarantor, or ▇▇▇▇▇ that shall have a material adverse effect on the legality, validity or enforceability of any of this Agreement, the Sale Agreement or the Performance Guaranty, or any such party’s ability to perform its respective obligations thereunder, other than such material adverse effects which are the direct result of actions or omissions of the Administrative Agent, any Funding Agent or any Owner;
(o) the Transferor is a “covered fund” for purposes of regulations adopted under the ▇▇▇▇▇▇▇ Rule;
(p) (i) the Guarantor shall purport to revoke or terminate the Performance Guaranty, or the Performance Guaranty shall no longer be in effect, or the Guarantor shall fail to make any payments required thereunder in a timely manner; or (ii) the Guarantor shall fail to perform, in a timely manner, any of its obligations under the Performance Guaranty or this Agreement, or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made by the Guarantor under the Performance Guaranty;
(q) the Consolidated Equity Ratio shall at any time be less than the greater of (i) 17.50% and (ii) such higher amount as any of TMUS, TMUSA, the Servicer Default or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any Comparable Transaction in any similar provision, for so long as any such Comparable Transaction is outstanding;
(r) the Consolidated Leverage Ratio shall occurat any time be greater than the lesser of (i) 500% and (ii) such lower amount as any of TMUS, TMUSA, the Servicer or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any Comparable Transaction in any similar provision, for so long as such Comparable Transaction is outstanding; or
(gs) the PBGC shall, or shall indicate its intention to, file notice of a Transfer Restriction Event lien pursuant to Section 4068 of ERISA, or a contribution failure occurs sufficient to give rise to a lien under Section 303(k) of ERISA or Section 430(k) of the Code, with regard to any of the assets of ▇▇▇▇▇ or the Transferor, and, in each case, such lien shall occurnot have been released within thirty (30) days; then, in the case of any event described in paragraph subsections (ab), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e), (i), (k), (m), (n), or (p)(ii), after the applicable grace period, if any, set forth in such subparagraphs, the Required Owners or the Administrative Agent, acting at the direction of the Required Owners, by notice then given in writing to the Transferor and the Servicer may declare that an amortization event (each, an “Amortization Event”) or has occurred as of the date of such notice, and in the case of any event described in subsections (a), (f), (g), subject to applicable law(h), (j), (l), (o), (p)(i), (q), (r) or (s), an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee Administrative Agent or the Certificateholders Required Owners immediately upon the occurrence of such event. In addition, following the occurrence and during the continuance of an Amortization Event, each Owner shall fund its Net Investment at the Amortization Rate as provided herein.
Appears in 1 contract
Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) The Borrower shall fail to make any payment or deposit of Principal required by to be paid to a Lender, the terms of Administrative Agent or an Indemnified Party under this Agreement or any Supplement on other Transaction Document when due or before Seller shall fail to make any payment pursuant to Section 3.2 of the date occurring Purchase Agreement when due, (ii) the Borrower shall fail to make any payment or deposit of Interest or Fees within five (5) Business Days after the due date such thereof, or (iii) the Borrower or Seller shall fail to make any other payment or deposit is required to be madepaid to a Lender, the Administrative Agent or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in an Indemnified Party under this Agreement or any Supplement, other Transaction Document to which failure has it is a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 party within thirty (30) days after the earlier of the date on which (x) notice of such failure, requiring the same to be remedied, shall have has been given to the Sellers such Person by the Trustee, Administrative Agent or to the Sellers and the Trustee by a Lender of such occurrence or (y) an Investor Certificateholder;Authorized Officer of such Person shall have knowledge thereof.
(b) any representation The Borrower shall fail to perform or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect observe in any material respect when made or when delivered, which continues to be incorrect any covenant contained in any material respect for a period provision of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a5.1(b)(i), (b) or (fSection 5.1(o), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such noticeSection 5.2(b), and, in the case of any event described in paragraph (c), (d), (h), and (i) and, with respect to Section 5.2(i), such failure shall continue for ten (10) days after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (ii) an Authorized Officer of the Borrower shall have knowledge thereof.
(c) The Borrower or Seller shall fail to perform or observe in any material respect any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section) or any other Transaction Document to which it is a party and such failure shall continue for thirty (30) days after the earlier of the date on which (i) notice has been given to such Person by the Administrative Agent or a Lender of such non‑performance or non‑observance, or (ii) an Authorized Officer of such Person otherwise becomes aware of such non‑performance or non‑observance.
(d) Any representation, warranty or certification made by the Borrower or Seller in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or thereto shall prove to have been incorrect when made in any material respect and such deficiency remains unremedied for five (5) days after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (ii) an Authorized Officer of such Person shall have knowledge thereof; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.
(e) On any day a Borrowing Base Deficiency shall exist and remain unremedied for two (2) Business days after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (g), subject to applicable law, ii) an Amortization Authorized Officer of the Borrower shall have knowledge thereof.
(f) An Event of Bankruptcy shall occur with respect to all outstanding Series without any notice or other action on Loan Party.
(g) As at the part end of any Calculation Period:
(i) The average of the Trustee Delinquency Ratios for the three months then most recently ended shall exceed 3.25%;
(ii) The average of the Default Ratios for the three months then most recently ended shall exceed 1.75%;
(iii) The average of the Dilution Ratios for the three months then most recently ended shall exceed 2.00%; or
(iv) The average of the Days Sales Outstanding Ratios for the three months then most recently ended shall exceed 60 days;
(h) The occurrence and continuation of a Servicer Termination Event.
(i) The Borrower shall cease to be Solvent.
(i) One or more final judgments for the Certificateholders immediately upon payment of money in an amount in excess of the minimum claim amount required to commence an involuntary case against the Borrower under Section 303(b)(1) or (2) of the Federal Bankruptcy Code, as adjusted from time to time under Section 104 of the Federal Bankruptcy Code, individually or in the aggregate, shall be entered against the Borrower by any Person other than a party hereto, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against Seller by any Person other than a party hereto on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for sixty (60) consecutive days without a stay of execution, and in each case such failure to satisfy or stay such judgment shall remain unremedied for five (5) days after the earlier of the date on which (x) notice has been given to such Person by the Administrative Agent or a Lender of such occurrence or (y) an Authorized Officer of such Person shall have knowledge thereof.
(k) The Seller shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Borrower under the Purchase Agreement, other than pursuant to Section 6.2 of the Purchase Agreement as a result of the occurrence of the Facility Termination Date.
(i) This Agreement or any other Transaction Document shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Borrower, the Servicer or Seller, (ii) the Borrower, the Servicer or Seller shall directly or indirectly contest in any manner effectiveness, validity, binding nature or enforceability of this Agreement or any other Transaction Document, (iii) the Administrative Agent for the benefit of the Lenders shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto or (iv) the Collection Accounts shall cease to be maintained in a manner consistent with Section 5.1(j).
(m) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables or Related Security and such eventlien shall not have been released within ten (10) Business Days.
(n) One or more final judgments shall have been entered against the Borrower or a member of its Controlled Group either (i) requiring termination or imposing liability (other than for premiums under Section 4007 of ERISA) under Title IV of ERISA in respect of, or requiring a trustee to be appointed under Title IV of ERISA to administer any Pension Plan or Pension Plans having aggregate Unfunded Liabilities in excess of $50,000,000 or (ii) in an action relating to a Multiemployer Plan involving a current payment obligation in excess of $50,000,000, which judgment, in either case, has not been satisfied or stayed within sixty (60) days and such failure to satisfy or stay is unremedied for five (5) days after the earlier of the date on which (x) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (y) an Authorized Officer of the Borrower shall have knowledge thereof.
(o) A Change of Control shall occur with respect to the Borrower.
Appears in 1 contract
Sources: Credit and Security Agreement (Martin Marietta Materials Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or hereunder when due and, for any Supplement on or before the date occurring five Business Days after the date such payment or deposit which is required to be madenot in respect of Capital, such failure continues for two (2) Business Days, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a) and paragraph 9.1(e)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;five (5) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document to which it is a party or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due; or the default by Seller in the performance of the Sellers shall consent to the appointment of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Seller shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment (ii) any proceeding shall be instituted by or against any Seller Party or any of its obligations Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any such act Seller or occurrence being an “Insolvency Event”);
any of its Subsidiaries shall take any action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(f) a Servicer Default As of the last day of any Measurement Period:
(i) the average of the Delinquency Trigger Ratios for the three Measurement Periods then most recently ended shall occur; exceed 9.10%;
(ii) the average of the Charged-Off Trigger Ratios for the three Measurement Periods then most recently ended shall exceed 0.90%, or
(iii) the average of the Dilution Trigger Ratios for the three Measurement Periods shall exceed (A) 2.75% for the three Measurement Periods ending in July, August, September or October of any year, or (B) 2.40% for the three Measurement Periods ending in November, December, January, February, March, April, May or June of any year.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) One or more final judgments for the payment of money shall be entered against Seller on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(i) The occurrence of any Termination Event or the Termination Date under and as defined in the case Receivable Interest Sale Agreement shall occur under the Receivable Interest Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Asset Interest.
(k) (i) As of the last day of any event described Measurement Period ending in paragraph June through and including November, the average of the three Measurement Periods then most recently ended for the Outstanding Balance of all Receivables included in the Purchaser Interests (a)regardless of whether they are Eligible Receivables on the date of determination) as to which any payment, (b) or (f)part thereof, either remains unpaid for 91 days or more from the Trustee or the Holders of Investor Certificates evidencing more than 50original due date for such payment shall exceed 22% of the aggregate unpaid principal amount Outstanding Balance of any Series all Receivables as of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer day, or (and to the Trustee if given by the Investor Certificateholdersii) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the last day of any Measurement Period ending in December through and including May, the average of the three Measurement Periods then most recently ended for the Outstanding Balance of all Receivables included in the Purchaser Interests (regardless of whether they are Eligible Receivables on the date of determination) as to which any payment, or part thereof, remains unpaid for 91 days or more from the original due date for such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event payment shall occur with respect to all outstanding Series without any notice or other action on the part exceed 16.5% of the Trustee or the Certificateholders immediately upon the occurrence Outstanding Balance of all Receivables as of such eventday.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Ferrellgas Partners Finance Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Originator shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, Transaction Document to which it is a party and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;five (5) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers Originator in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect way when made or when delivereddeemed made. Notwithstanding the foregoing, a breach of any representation or warranty which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given relates solely to the Sellers by the Trustee, eligibility or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders characteristics of any Series are materially and adversely affected; provided, however, that Receivable shall not constitute an Amortization Event shall not be deemed to have occurred under this paragraph hereunder if the Sellers have repurchased the a Purchase Price Credit Adjustment (and any related Receivables or all such Receivables, if applicable, during such period payment by Originator) is duly and timely made in accordance with the provisions of this Agreement;Section 1.3 hereof.
(c) Failure of Originator or any of its Subsidiaries or Affiliates to pay any Indebtedness when due in an aggregate amount in excess of $10,000,000; or the Sellers shall consent to default by Originator or any of its Subsidiaries or Affiliates in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of Originator or any of its Subsidiaries or Affiliates shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Originator or any of its Subsidiaries or Affiliates shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment any proceeding shall be instituted by or against Originator or any of its obligations Subsidiaries or Affiliates seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, provided, that in the case of an involuntary proceeding instituted against Originator or any of its Subsidiaries or Affiliates, the Amortization Date shall not occur or be declared for 60 days after such proceeding is instituted unless Originator shall at any time during such period consent to or acquiesce in the continuance or maintenance of such proceeding or (ii) Originator or any such act of its Subsidiaries or occurrence being an “Insolvency Event”);
Affiliates shall take any corporate action to authorize any of the actions set forth in the foregoing clause (i) of this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);A Change of Control shall occur.
(f) a Servicer Default One or more final judgments for the payment of money shall occur; or
be entered against Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall (gi) a Transfer Restriction Event shall occur; then, individually or in the case aggregate for all judgments then outstanding against the Originator and any of any event described its Affiliates exceed an amount equal to $10,000,000, and (ii) continue unsatisfied and in paragraph effect for fifteen (a), (b15) or (f), either the Trustee or the Holders consecutive days without a stay of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventexecution.
Appears in 1 contract
Sources: Receivables Sale Agreement (Johnsondiversey Holdings Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall:
(i) default in the payment of Capital when due, or
(ii) fail to make any payment or deposit required by hereunder in respect of fees under the terms Fee Letter, Jupiter Cost and/or Yield when due, and such failure shall continue for two (2) consecutive Business Days,
(iii) fail to make any other payment when due hereunder or under any Transaction Document, and such failure shall continue for three (3) consecutive Business Days,
(iv) fail to deliver to the Agent, pursuant to Section 8.5, any Monthly Report when due, and such failure shall continue for three (3) consecutive Business Days,
(v) fail to perform or observe any term, covenant or agreement described in Section 7.2 hereof, and such failure shall continue for five (5) consecutive Business Days, or
(vi) fail to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i) through (v) of this Agreement or any Supplement on or before the date occurring five paragraph (a) and paragraph 9.1(e)) and such failure shall continue for ten (10) consecutive Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or deemed made.
(i) Failure of Seller to pay any Indebtedness when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trusteedue, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as the occurrence of a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;Genlyte Cross Default.
(ci) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such The Seller or of an Originator shall generally not pay its debts as such debts become due or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against the Seller or an Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, or (any such act or occurrence being an “Insolvency Event”);
(diii) the Trust Seller or an Originator shall become an “investment company” within the meaning take any corporate action to authorize any of the Investment Company Act;actions set forth in clauses (i) or (ii) above, or (iv) any other Genlyte Bankruptcy Event shall occur.
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(f) a Servicer As at the end of any Fiscal Month (A) the Default Trigger Ratio shall occur; orexceed 4.0%, (B) the Delinquency Trigger Ratio shall exceed 9.0%, or (C) the Dilution Trigger Ratio shall exceed 8.25%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(i) One or more final judgments for the payment of money shall be entered against Seller, or (ii) a Genlyte Judgment Default shall occur.
(i) The “Termination Date” under and as defined in the case Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller or Servicer, or Seller or Servicer shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) The ratio of (a) the amount of Consolidated Total Debt as of the end of any event described in paragraph Testing Period (a)commencing with the Testing Period ending September 30, 2004) to (b) or Consolidated EBITDA for such Testing Period exceeds 3.25 to 1.00.
(f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholdersm) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series The Consolidated Interest Coverage Ratio as of the date of such notice, and, in the case end of any event described in paragraph Testing Period (c)commencing with the Testing Period ending September 30, (d), (e2004) or (g), subject is less than 3.00 to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event1.00.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers (i) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and such failure shall continue for one (1) Business Day after notice thereof has been given by the terms of this Agreement Administrative Agent to such Loan Party or any Supplement on or before Performance Guarantor, as the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;case may be.
(b) any Any representation or warranty made by the Sellers in this Agreement Performance Guarantor or any Supplement Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect when made or deemed made or any information to identify the Accounts required to be delivered other certification or statement made by the Sellers pursuant to Section 2.01 Performance Guarantor or 2.09 (i) any Loan Party shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Any Loan Party shall fail to perform or observe any of the Sellers shall consent to the appointment of a conservator, receiver covenant contained in Section 7.2 or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become 8.5 when due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);.
(d) the Trust Any Loan Party or Performance Guarantor shall become an “investment company” within the meaning of the Investment Company Act;fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for ten (10) consecutive Business Days.
(e) Failure of Borrower to pay any Indebtedness (other than the Aggregate Unpaids) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (other than by a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests regularly scheduled payment) prior to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);date of maturity thereof.
(f) Failure of Performance Guarantor, the Louisiana-Pacific or any of their respective Subsidiaries (other than Borrower) to pay Indebtedness in excess of $25,000,000 in aggregate principal amount (hereinafter, “Material Indebtedness”) when due; or the default by Performance Guarantor, the Louisiana-Pacific or any of their respective Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed that continues after the expiration of any applicable cure or grace period or that is not waived by the holder or holders of such Indebtedness, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of Performance Guarantor, Louisiana-Pacific or any of their respective Subsidiaries other than Borrower shall be declared to be due and payable or required to be prepaid (other than by a Servicer Default shall occur; orregularly scheduled payment) prior to the date of maturity thereof.
(g) a Transfer Restriction An Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Bankruptcy shall occur with respect to all outstanding Series Performance Guarantor, any Loan Party or any of their respective Subsidiaries.
(h) As at the end of any Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall exceed 2.20%,
(ii) the three-month rolling average Default Ratio shall exceed .75%, or
(iii) the three-month rolling average Dilution Ratio shall exceed .75%.
(i) A Change of Control shall occur.
(i) One or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution, or (ii) one or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against Borrower.
(k) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Borrower under the Receivables Sale Agreement.
(l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Secured Parties shall cease to have a valid and perfected first priority security interest in the Collateral.
(m) On any Settlement Date, after giving effect to the turnover of Collections by the Master Servicer on such date and the application thereof to the Aggregate Unpaids in accordance with this Agreement, the Aggregate Principal shall exceed the Borrowing Limit.
(n) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of its obligations thereunder.
(o) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall continue until the earlier of (i) seven (7) days after inception and (ii) knowledge by any Secured Party of such lien, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral.
(p) Any Plan of Performance Guarantor or any of its ERISA Affiliates:
(i) shall fail to be funded in accordance with the minimum funding standard resulting from an accumulated funding deficiency as required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or
(ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or
(iii) shall require Performance Guarantor or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or
(iv) results in a liability to Performance Guarantor or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA, and there shall result from any such failure, waiver, termination or other action event a liability to the PBGC or a Plan that would have a Material Adverse Effect.
(q) Any event shall occur which (i) materially and adversely impairs the ability of the Originators to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to Borrower on the part date of this Agreement or (ii) has, or could be reasonably expected to have a Material Adverse Effect.
(r) An LP Downgrade Event shall occur.
(s) Immediately after giving effect to each settlement on any Settlement Date, the Net Pool Balance shall be less than the sum of the Trustee or Aggregate Principal plus the Certificateholders immediately upon the occurrence of such eventRequired Reserve.
Appears in 1 contract
Sources: Credit and Security Agreement (Louisiana Pacific Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).
(e) Seller shall fail to comply with the terms of Section 2.6 or Section 7.3 hereof.
(f) As at the end of any Fiscal Month (provided, that during the Temporary Period, COVID-19 Modified Receivables shall be excluded from each component of the calculation of the Default Ratio and Delinquency Ratio):
(i) commencing on the third Fiscal Month after the Closing Date, the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed (x) at any time during the COVID Period, 10.00% and (y) thereafter, 7.00%, or
(ii) commencing on the third Fiscal Month after the Closing Date, the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed (x) at any time during the COVID Period, 5.00% and (y) thereafter, 3.30%, or
(iii) commencing on the end of the first Fiscal Month after the Closing Date, Excess Spread is less than 1.00%.
(a) A Change of Control shall occur.
(b) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(c) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its obligations responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (any such act or occurrence being an “Insolvency Event”);15) consecutive days without a stay of execution.
(d) The “Termination Date” under and as defined in the Trust Receivables Sale Agreement shall become an “investment company” within occur under the meaning Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Investment Company Act;Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(e) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a failure by valid and perfected ownership or first priority perfected security interest in the Sellers to convey Receivables in Additional Accounts or Participation Interests to Receivables, the Trust within five Business Days after Related Security and the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);Collections with respect thereto and the Collection Accounts.
(f) a Servicer Default If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall occur; orfor any reason not be in full force and effect.
(g) a Transfer Restriction Event The Intercreditor Agreement shall occur; thenterminate in whole or in part or shall cease to be in full force and effect or any party other than Agent thereto shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(h) PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any applicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(i) Performance Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(j) As determined commencing with fiscal quarter ending April 28, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than the applicable amount set forth in Section 6.21 of the Credit Agreement as of any applicable period(s) or date(s) set forth in Section 6.21 of the Credit Agreement.
(k) Any Person shall be appointed as an Independent Governor of Seller without prior notice thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the case definition herein of any event described “Independent Governor.”
(l) Seller shall fail to pay in paragraph (a), (b) full all of its Obligations to Agent and the Purchasers hereunder and under each other Transaction Document on or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given prior to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Contract Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) Any Seller Party shall fail to make any payment or deposit required by the terms of under this Agreement or any Supplement other Transaction Document to which it is a party on or before the date occurring five within one (1) Business Days Day after the date such payment or deposit on which the same is required to be made.
(b) Any Seller Party shall fail to perform or observe any covenant contained in any provision of Section 7.2 or Section 8.5.
(c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 9.1) or any other Transaction Document to which it is a party and such failure shall continue for ten (10) consecutive Business Days following the earlier to occur of (i) notice from any Agent or Wachovia of such non-performance or non-observance, or (ii) duly the date on which a Responsible Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance.
(d) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or thereto shall prove to have been incorrect or misleading when made or deemed made in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.
(i) Seller shall default in the payment when due of any principal of or interest on any Indebtedness or shall fail to observe or perform any other covenants agreement or agreements condition relating to any such Indebtedness and such default has not been waived by the applicable lenders before the expiration of the Sellers set forth in this Agreement any applicable grace periods, or any Supplementother event or condition shall occur which results in an a default under any such Indebtedness; or (ii) any Originator shall default, which failure has a material adverse effect on or the Investor Certificateholders Performance Guarantor or any of its Subsidiaries (other than an Originator or Seller) shall default, in the payment when due of any Series principal or of or interest on any Material Indebtedness or shall fail to observe or perform any other agreement or condition relating to any such Material Indebtedness and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have default has not been given to the Sellers waived by the Trustee, or to applicable lenders before the Sellers and the Trustee by an Investor Certificateholder;
(b) expiration of any representation or warranty made by the Sellers in this Agreement applicable grace periods; or any Supplement other event or condition shall occur which results in a default under any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 such Material Indebtedness.
(i) shall prove to have been incorrect in Any Seller Party, any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; Originator or any of the Sellers their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator or any of their Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, debtors and in the case of any event described such proceeding instituted against (but not instituted by) it, either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in paragraph such proceeding (a)including, without limitation, the entry of an order for relief, or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property) shall occur or (biii) any Seller Party, any Originator or any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (f), either .
(g) Seller shall fail to comply with the Trustee or terms of Section 2.6 hereof.
(A) As at the Holders end of Investor Certificates evidencing more than 50% any calendar month:
(i) the average of the aggregate unpaid principal Dilution Ratios for the three months then most recently ended shall exceed 1.50%; or
(ii) the average of the Delinquency Ratios for the three months then most recently ended shall exceed 3.00%; or
(B) (i) As at July 31, 2009, August 31, 2009 or September 30, 2009, the average of the Default Ratios for the three months then most recently ended shall exceed 4.00%; or
(ii) as at the end of any calendar month thereafter, the average of the Default Ratios for the three months then most recently ended shall exceed 2.25%.
(i) A Change of Control or a Credit Agreement Change of Control shall occur.
(j) (i) One or more final judgments for the payment of money shall be entered against Seller in an amount of any Series $13,475 or (ii) one or more final judgments for the payment of Investor Certificates money in an amount in excess of $15,000,000, individually or in the aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such event relates by notice then given to judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(k) Either (i) (A) the Sellers “Termination Date” under and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, defined in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event CCM Receivables Sale Agreement shall occur with respect to all outstanding Series without Convergys Customer Management Group Inc. or (B) the “Termination Date” under and as defined in the Convergys Receivables Sale Agreement shall occur with respect to Convergys Corporation or (ii) any notice Originator shall for any reason cease to transfer, or other action on cease to have the part legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under any of the Trustee Receivables Sale Agreements.
(l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Certificateholders immediately Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(m) The Performance Guarantor shall fail to pay, upon demand, any amount required to be paid by it under the occurrence Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Convergys, or Convergys shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability or its liability for any amounts due thereunder.
(n) Any event shall occur which has, or could be reasonably expected to have a Material Adverse Effect of the types described in clauses (iii) through (v) of the definition of “Material Adverse Effect”; provided that such event shall not include any event that, but for a change in a numeric variable (whether of time, percentage, amount or otherwise) with respect to such event, would result in an Amortization Event under another paragraph of this Section 9.1.
(o) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code in an amount in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within seven (7) days.
(p) (i) The PBGC shall file notice of a lien pursuant to Section 4068 of ERISA in an amount in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within seven (7) days.
(q) Convergys shall permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each case for any period of four consecutive quarters, to be less than 4.0 to 1.0.
(r) Convergys shall permit at any time the ratio of (a) Consolidated Total Debt at such time to (b) Consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters to be greater than 3.25 to 1.0.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers (if any), the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof. 737768156 10446458
(f) a Servicer As at the end of any Fiscal Month:
(i) the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 5.0%, or
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 3.30%,
(iii) Excess Spread is less than 0.75%, or
(iv) the average of the Payment Rate for such Fiscal Month and each of the two immediately preceding Fiscal Months shall be less than (A) with respect to the period ending on the last day of the Fiscal Month ending in July 2020, 2.40%, (B) with respect to the period ending on the last day of the Fiscal Month ending in August 2020, 2.40% and (C) with respect to any period ending after the last day of the Fiscal Month ending in August 2020, 3.00%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. 737768156 10446458
(l) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or US Bank shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(n) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor CertificateholdersLegal Maturity Date.
(s) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), The Reserve Account shall not be subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without the Reserve Account Agreement at any notice or other action on time after the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventPost-Amendment Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event“:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers (if any), the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month:
(i) the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 5.0%, or
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 3.30%,
(iii) Excess Spread is less than 0.75%, or
(iv) the average of the Payment Rate for such Fiscal Month and each of the two immediately preceding Fiscal Months shall be less than 3.00%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or US Bank shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(n) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of ------------------- the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a) and paragraph 9.1(e)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;three (3) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party or Provider in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness (other than Indebtedness hereunder), which individually or together with other such Indebtedness as to which any failure exists (other than Indebtedness hereunder) has an aggregate outstanding principal amount equal to or greater than $30,000,000, when due; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, any Subsidiary of Seller, Provider or any Material Provider Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Subsidiary of Seller, Provider or any Material Provider Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations (property; provided that in the event any such act proceeding shall have been instituted against such Seller Party, Subsidiary of Seller, Provider or occurrence being an “Insolvency Event”);
Material Provider Subsidiary, such proceeding shall have continued undismissed, or unstayed and in effet, for a period of 60 consecutive days or (iii) any Seller Party, any Subsidiary of Seller, Provider or any Material Provider Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof. -----------
(f) a Servicer Default As at the end of any calendar month, (i) the three month rolling average of the Delinquency Ratio shall occur; orexceed 6.25%, (ii) the three month rolling average of the Loss-to-Liquidation Ratio shall exceed 3.5%, (iii) the six month rolling average of the Dilution Ratio shall exceed 10.25% or (iv) the Dilution Accrual Ratio shall be less than 85% of the six month rolling average of the Dilution Accrual Ratio.
(g) a Transfer Restriction Event shall occur; then, in the case A Change of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred Control with respect to Originator, Provider or any Seller Party shall occur.
(i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $30,000,000, individually or in the aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such Series judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(k) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to perform or observe the covenants set forth in Section 7.4 of the 5-Year Revolving Credit Agreement, dated as of March 30, 2000, as such revolving credit agreement may be amended, restated, supplemented or otherwise modified from time to time, among ▇▇▇▇▇▇▇ Purina Company, Bank One, NA, as agent, Bank of America, N.A., as syndication agent, and the date financial institutions parties thereto, which agreement has been assigned by ▇▇▇▇▇▇▇ Purina Company to, and assumed by, Provider pursuant to the Debt Assignment, Assumption and Release Agreement, dated as of April 1, 2000, among ▇▇▇▇▇▇▇ Purina Company, Provider and Bank One, NA. For the purposes of this Agreement, such covenants shall survive the termination of such noticerevolving credit agreement and any amendment, andrestatement, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice supplement or other action on modification thereof occurring while Bank One is not the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventagent thereunder shall have no effect.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Energizer Holdings Inc)
Amortization Events. If any one of the following events shall occuroccur during the Revolving Period, the Accumulation Period (if any) or the Controlled Amortization Period with respect to any Series of Notes:
(a) failure Thrifty Finance defaults in the payment of any interest on any Note of a Series (or in any other payment on any Note of a Series (other than as specified in clause (b) below)) when the part same becomes due and payable and such default continues for a period of the Sellers five (i5) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date that notice of the default is given to Thrifty Finance by the Trustee or given to Thrifty Finance and the Trustee by the Required Noteholders;
(b) Thrifty Finance defaults in the payment of any principal or premium on any Note of a Series when the same becomes due and payable and such payment default continues for a period of five (5) Business Days;
(c) Thrifty Finance fails to comply with any of its other agreements or deposit is required covenants in, or provisions of, the Notes of a Series or this Indenture and the failure to be made, so comply materially and adversely affects the interests of the Noteholders of any Series and continues to materially and adversely affect the interests of the Noteholders of such Series for a period of sixty (60) days after the earlier of (i) the date on which a Responsible Officer of Thrifty Finance obtains knowledge thereof or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers Thrifty Finance by the Trustee, Trustee or to the Sellers Thrifty Finance and the Trustee by an Investor Certificateholder;
(b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice Required Noteholders of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affectedSeries; provided, however, that an if such failure cannot reasonably be cured within such sixty (60) day period, no Amortization Event shall not be deemed result therefrom so long as, within such sixty (60) day period, Thrifty Finance (x) commences to have occurred under this paragraph if cure same, (y) delivers written notice to the Sellers have repurchased Trustee notifying the related Receivables Trustee of such failure and setting forth the steps Thrifty Finance intends to take in order to cure such failure, and (z) thereafter diligently prosecutes such cure to completion and completely cures such failure on or all such Receivables, if applicable, during such period in accordance with before the provisions of this Agreement;
ninety (c90) any days after the earlier of the Sellers shall consent to the appointment of a conservator, receiver or liquidator dates set forth in any insolvency, readjustment of debt, marshalling of assets clause (i) and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations clause (any such act or occurrence being an “Insolvency Event”)ii) above;
(d) the Trust shall become an “investment company” within the meaning any Event of the Investment Company ActBankruptcy occurs with respect to Thrifty Finance or Thrifty;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)any Lease Event of Default occurs;
(f) Thrifty Finance becomes an "investment company" or becomes under the "control" of an "investment company" under the Investment Company Act of 1940, as amended;
(g) subject to the provisions of Section 8.2(f) hereof, any Asset Amount Deficiency exists and continues for a Servicer Default period of five (5) Business Days;
(h) the Lease is terminated for any reason;
(i) any representation made by Thrifty Finance or Thrifty in this Indenture or any Related Document is false in any material respect, which false representation materially adversely affects the interests of the Noteholders of any Series of Notes in any material respect, and such false representation is not cured for a period of sixty (60) days after the earlier of (i) the date on which a Responsible Officer of Thrifty or Thrifty Finance obtains, as applicable, knowledge thereof or (ii) the date that written notice thereof is given, as applicable, to Thrifty or Thrifty Finance by the Trustee or to Thrifty Finance and -63- 71 the Trustee by the Required Noteholders of such Series; provided, however, that if such failure cannot reasonably be cured within such sixty (60) day period, no Amortization Event shall occurresult therefrom so long as, within such sixty (60) day period, such party (x) commences to cure same, (y) delivers written notice to the Trustee notifying the Trustee of such failure and setting forth the steps such party intends to take in order to cure such failure, and (z) thereafter diligently prosecutes such cure to completion and completely cures such failure on or before ninety (90) days after the earlier of the dates set forth in clause (i) and clause (ii) above; or
(gj) a Transfer Restriction Event any other event shall occur; then, occur which may be specified in any Supplement as an "Amortization Event";
(i) in the case of any event described in paragraph clause (a), (b), (c), (e) or (fwith respect solely to the occurrence of any event described in Sections 17.1.1(ii), 17.1.3 and 17.1.4 of the Lease), (i) or, to the extent so specified in the applicable Supplement, (j) above, either the Trustee (upon a Trust Officer of the Trustee obtaining actual knowledge of such an event), by written notice to Thrifty Finance, or the Holders of Investor Certificates evidencing more than 50% Required Noteholders of the aggregate unpaid principal amount of any applicable Series of Investor Certificates Notes, by written notice to which such event relates by notice then given to the Sellers Thrifty Finance and the Servicer (and to the Trustee if given by the Investor Certificateholders) Trustee, may declare that an amortization event (an “"Amortization Event”") has occurred with respect to such Series as of the date of such the notice, and, or (ii) in the case of any event described in paragraph (c), clauses (d), (e) or (with respect solely to the occurrence of Lease Events of Defaults other than those specified in clause (i) above), (f), (g), subject (h), and to the extent so specified in the applicable lawSupplement, (j) above, an Amortization Event shall occur with respect to all Series of Notes then outstanding Series shall immediately occur without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventany Noteholders.
Appears in 1 contract
Sources: Base Indenture (Dollar Thrifty Automotive Group Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit of any amount consisting of Capital required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to observe make any payment or perform deposit of any other covenants amount required hereunder when due and such failure shall continue for two (2) consecutive Business Days, or agreements of the Sellers (iii) to perform or observe any term, covenant or agreement set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the TrusteeSection 7.2 hereof, or (iv) to the Sellers perform or observe any term, covenant or agreement set forth in Section 7.1(a)(iv), (a)(v), (a)(viii) or (c)(second sentence only), and the Trustee by an Investor Certificateholder;such failure shall continue for thirty (30) consecutive days or (v) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i), (ii), (iii) or (iv) of this paragraph (a)) and such failure shall continue for five (5) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of any Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness when due in excess of $50,000,000 or the Sellers default by any Seller Party or Provider in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity or any such Indebtedness of any Seller Party or Provider shall consent be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the appointment date of a conservator, receiver maturity thereof.
(i) Any Seller Party or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities Provider shall generally not pay its debts as such debts become due or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors, or (ii) any proceeding shall be instituted by or against any Seller Party or Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property or (iii) any such act Seller Party or occurrence being an “Insolvency Event”);
Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a Any Seller shall fail to comply with the terms of Section 2.6 hereof and such failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust shall not have been remedied within five one Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);Day.
(f) a Servicer Default shall occur; or
(gi) a Transfer Restriction Event shall occur; then, in As at the case end of any event described in paragraph (a)calendar month, (b) the average of the Default Ratios for the three most recently-ended calendar months shall exceed 7.75%, or (f)ii) as at the end of any calendar month, either the Trustee or the Holders of Investor Certificates evidencing more than 50% average of the aggregate unpaid principal amount Dilution Ratios for the three most recently-ended calendar months shall exceed 4%, or (iii) as at the end of any Series of Investor Certificates to which such event relates by notice then given to calendar month, the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as average of the date of such notice, and, in Delinquency Ratios for the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event three most recently-ended calendar months shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventexceed 3.00%.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part occurrence, continuance and, to the extent required, declaration of a Termination Event;
(b) a Servicer Default shall have occurred or, to the Sellers extent required, been declared;
(c) ▇▇▇▇▇, the Transferor or the Servicer, as applicable, shall fail to:
(i) (A) deliver a Monthly Report required to make any payment or deposit required by be delivered to the terms of this Agreement or any Supplement on or before the date occurring Administrative Agent within five (5) Business Days after the due date such payment thereof, or deposit is (B) deliver any report (other than a Monthly Report) required to be made, or delivered to the Administrative Agent within fifteen (15) days after the due date thereof,
(ii) duly to observe or perform any other the covenants or agreements of the Sellers set forth in this Agreement or any Supplementwith respect to Liens relating to the Transferred Receivables, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 three (3) Business Days after the date on which written notice of such failure, 736942168 19632398738387080 requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable, or after discovery of such failure by an Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable, or
(iii) duly observe or perform in any material respect any other covenant or agreement of ▇▇▇▇▇, the Transferor or the Servicer, as the case may be, set forth in this Agreement or the Sale Agreement, which failure (A) results in an Adverse Effect on the Funding Agents or the Owners and (B) continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Sellers by Transferor or the TrusteeServicer, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor CertificateholderAuthorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable; provided, however, no Amortization Event shall be deemed to occur if the relevant Transferred Receivables are repurchased in accordance with this Agreement;
(bd) any representation or warranty made by the Sellers Transferor or ▇▇▇▇▇ in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove Sale Agreement, proves to have been incorrect in any material respect when made and such inaccuracy results in an Adverse Effect on the Funding Agents or when delivered, which the Owners and such Adverse Effect continues to be incorrect in any material respect for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇ or the Sellers by the TrusteeTransferor, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests Authorized Officer of the Investor Certificateholders of any Series are materially and adversely affectedTransferor or ▇▇▇▇▇, as applicable; provided, however, that an no Amortization Event shall not be deemed to have occurred under this paragraph occur if the Sellers have relevant Transferred Receivables relating to such representation or warranty are repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) an Asset Base Deficiency exists and such condition has existed unremedied for a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within period of five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)(5) consecutive days;
(f) the three-month average Default Ratio relating to the Transferred Receivables shall exceed 8.00%;
(g) the three-month average Delinquency Ratio relating to the Transferred Receivables shall exceed 3.50%;
(h) the three-month average Dilution Ratio relating to the Transferred Receivables shall exceed 4.00%
(i) the Transferor shall fail to comply with the Hedging Requirements and such failure shall continue unremedied for more than ten (10) days after written notice thereof being given in accordance with Section 9.3 to an Authorized Officer of the Transferor or the Servicer by the Administrative Agent or any Funding Agents;
(j) a Change of Control Triggering Event shall have occurred; 736942168 19632398738387080
(k) litigation, arbitration or governmental proceedings shall have been instituted involving ▇▇▇▇▇, the Transferor or the Transferred Receivables that could reasonably be expected to materially and adversely affect ▇▇▇▇▇, the Transferor or the collectability of the Transferred Receivables;
(l) any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $250,000 (in either case to the extent not adequately covered by insurance as to which a solvent insurance company has not denied coverage) shall be entered or filed against the Transferor or any of its assets and shall remain undischarged, unpaid, unvacated, unappealed, unbonded or unstayed for a period of thirty (30) days (or in any event later than five days prior to the date of any proposed sale thereunder);
(m) ▇▇▇▇▇, the Transferor, TMUS or TMUSA shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $100,000,000 in the aggregate, in each case when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure to pay shall continue for two (2) days after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;
(n) there shall have occurred an event or situation with respect to the Transferor, either Guarantor, or ▇▇▇▇▇ that shall have a material adverse effect on the legality, validity or enforceability of any of this Agreement, the Sale Agreement or the Performance Guaranty, or any such party’s ability to perform its respective obligations thereunder, other than such material adverse effects which are the direct result of actions or omissions of the Administrative Agent, any Funding Agent or any Owner;
(o) the Transferor is a “covered fund” for purposes of regulations adopted under the ▇▇▇▇▇▇▇ Rule;
(p) (i) either Guarantor shall purport to revoke or terminate the Performance Guaranty, or the Performance Guaranty shall no longer be in effect, or either Guarantor shall fail to make any payments required thereunder in a timely manner; or (ii) either Guarantor shall fail to perform, in a timely manner, any of its obligations under the Performance Guaranty or this Agreement, or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made by either Guarantor under the Performance Guaranty;
(q) the Consolidated Equity Ratio shall at any time be less than the greater of (i) 17.50% and (ii) such higher amount as any of TMUS, TMUSA, the Servicer Default or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any Comparable Transaction in any similar provision, for so long as any such Comparable Transaction is outstanding;
(r) the Consolidated Leverage Ratio shall occurat any time be greater than the lesser of (i) 500% and (ii) such lower amount as any of TMUS, TMUSA, the Servicer or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any 736942168 19632398738387080 Comparable Transaction in any similar provision, for so long as such Comparable Transaction is outstanding; or
(gs) the PBGC shall, or shall indicate its intention to, file notice of a Transfer Restriction Event lien pursuant to Section 4068 of ERISA, or a contribution failure occurs sufficient to give rise to a lien under Section 303(k) of ERISA or Section 430(k) of the Code, with regard to any of the assets of ▇▇▇▇▇ or the Transferor, and, in each case, such lien shall occurnot have been released within thirty (30) days; then, in the case of any event described in paragraph subsections (ab), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e), (i), (k), (m), (n), or (p)(ii), after the applicable grace period, if any, set forth in such subparagraphs, the Required Owners or the Administrative Agent, acting at the direction of the Required Owners, by notice then given in writing to the Transferor and the Servicer may declare that an amortization event (each, an “Amortization Event”) or has occurred as of the date of such notice, and in the case of any event described in subsections (a), (f), (g), subject to applicable law(h), (j), (l), (o), (p)(i), (q), (r) or (s), an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee Administrative Agent or the Certificateholders Required Owners immediately upon the occurrence of such event. In addition, following the occurrence and during the continuance of an Amortization Event, each Owner shall fund its Net Investment at the Amortization Rate as provided herein.
Appears in 1 contract
Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Amortization Events. If any one of the following events (“Amortization Events”) shall occur:
(a) failure on the part Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the Sellers (i) same shall become due and payable, or the Seller shall fail to make any payment or deposit required by under the terms Receivables Sale Agreement when due, in any case whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(i) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any Supplement on or before other Loan Document, when and as the date occurring five Business Days after the date same shall become due and payable, and such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues shall continue unremedied for a period of 60 days after three (3) Business Days; or (ii) the date on which notice of such failure, requiring the same Seller shall fail to make any payment or deposit required to be remediedpaid to a Lender, shall have been given to the Sellers by the Trustee, Administrative Agent or to the Sellers and the Trustee by an Investor CertificateholderIndemnitee under this Agreement or any other Loan Document;
(bc) any representation or warranty made or deemed made by or on behalf of the Sellers in this Agreement Borrower or Anixter or any Supplement of its Subsidiaries in, or in connection with, this Agreement, any other Loan Document or any information to identify the Accounts required to be delivered by the Sellers Receivables Facility Transaction Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to Section 2.01 or 2.09 (i) in connection with this Agreement, any other Loan Document or any Receivables Facility Transaction Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect false or misleading in any material respect (or, if such representation or warranty is already qualified or modified by materiality in the text thereof, in any respect) when made or when delivereddeemed made;
(d) the Borrower, which continues Anixter or any of its Subsidiaries shall fail to be incorrect observe or perform any covenant, condition or agreement contained in Section 6.01 (other than clauses (b) (but only with respect to the last Fiscal Quarter of a Fiscal Year), (i), (j), (l) and (m)), Section 6.02(a), Section 6.03 (with respect to the Borrower’s existence), Section 6.08, Section 6.10 or in Article VII (other than Section 7.12);
(e) (i) the Borrower, Anixter or any material of its Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in Section 6.01(b) (but only with respect to the last Fiscal Quarter of a Fiscal Year), (i), (j), (l), and (m), Section 6.02 (other than clause (a)), Section 6.03 (other than with respect to the Borrower’s existence), Section 6.04, Section 6.05, Section 6.06 (solely if the Borrower refuses to permit any representative designated by the Administrative Agent or any Lender to visit and inspect the Borrower’s properties, to conduct at such Person’s premises field examinations of such Person’s assets, liabilities, books and records, including examining and making extracts from its books and records, environmental assessment reports, and to discuss its affairs, finances and condition with its officers and independent accountants, in each case subject to and in accordance with Section 6.06), Section 6.07, or Section 6.14, and such failure shall continue unremedied for a period of 60 fifteen (15) days after the date on earlier of knowledge of such breach by the Borrower, Anixter or any of its Subsidiaries or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender), provided that with respect to Section 6.01(b) as set forth in this clause, the grace period shall be the shorter of fifteen (15) days and the date such deliveries required thereunder were delivered or required to be delivered to the SEC; or (ii) the Borrower, Anixter or any of its Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in this Agreement, any other Loan Document (unless a specific cure and/or grace period relating to such covenant, condition or agreement is referenced in such Loan Document) or any Receivables Facility Transaction Document (other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of thirty (30) days after the earlier of knowledge of such failurebreach by the Borrower, requiring Anixter or any of its Subsidiaries or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender);
(f) AXE, Anixter or any Subsidiary of Anixter shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness when and as the same shall become due and payable (beyond any applicable grace period);
(i) any event of default (however defined) occurs under the Inventory Facility; or (ii) any event or condition occurs that results in any Material Indebtedness becoming due prior to be remediedits scheduled maturity or that enables or permits (with or without the giving of notice, shall have been given the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to the Sellers by the Trusteecause any Material Indebtedness to become due, or to require the Sellers and prepayment, repurchase, redemption or defeasance thereof;
(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Trustee by an Investor CertificateholderBorrower, and AXE, Anixter, or any Subsidiary of Anixter with assets in excess of $35,000,000 or any such Person’s debts, or of a substantial part of any such Person’s assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) as the appointment of a result receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower, AXE, Anixter, or any Subsidiary of Anixter with assets in excess of $35,000,000 or for a substantial part of any such incorrectness the interests Person’s assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event foregoing shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreemententered;
(ci) the Borrower, AXE, Anixter, or any Subsidiary of Anixter with assets in excess of $35,000,000 shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the Sellers shall institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a conservatorreceiver, receiver trustee, custodian, sequestrator, conservator or liquidator similar official for such Person or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any insolvencysuch proceeding, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or (v) make a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing;
(j) the Borrower, AXE, Anixter, or any Subsidiary of Anixter with assets in excess of $35,000,000 shall become unable, admit in writing its creditors inability, or voluntarily suspend publicly declare its intention not to, or fail generally to pay its debts as they become due;
(i) an Enforceable Judgment (other than an Enforceable Judgment described in the proviso contained in the definition of the term “Enforceable Judgment”) for the payment of its obligations money in excess of $35,000,000 shall be rendered against Anixter, any Subsidiary of Anixter, or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to enforce any such act Enforceable Judgment; or occurrence being an (ii) any Enforceable Judgment described in the proviso contained in the definition of the term “Insolvency Event”Enforceable Judgment” shall be rendered against the Borrower;
(l) any order, judgment, or decree shall be entered against the Borrower, AXE, Anixter, or any Subsidiary of Anixter with assets in excess of $35,000,000 decreeing its involuntary dissolution or split-up and such order shall remain undischarged and unstayed for a period in excess of thirty (30) days, or the Borrower, AXE, Anixter, or any Subsidiary of Anixter with assets in excess of $35,000,000 shall otherwise dissolve or cease to exist, in each case except as expressly permitted pursuant to Section 7.03(a) or 7.03(b);
(di) any one or more Termination Events occur which could reasonably be expected to subject Anixter or an ERISA Affiliate to a liability to pay more than $75,000,000 in the aggregate, or (ii) the Trust shall become an “investment company” within the meaning plan administrator of any Plan applies under Section 412(c) of the Investment Company ActCode for a waiver of the minimum funding standards of Section 412(a) of the Code and the substantial business hardship upon which the application for the waiver is based could reasonably be expected to subject either Anixter or any ERISA Affiliate to a liability of more than $75,000,000 in the aggregate;
(ei) a failure Change in Control shall occur, (ii) Anixter shall cease to own directly or indirectly all of the capital stock of the Borrower (other than director’s qualifying shares); (iii) except as permitted in Section 7.05(a), Anixter shall cease to own directly or indirectly at least 51% of the outstanding stock of each class of the capital stock of each Subsidiary of Anixter; or (iv) AXE shall cease to own at least 51% of the outstanding stock of each class of the capital stock of Anixter;
(o) any breach or other violation by any holder of the Revolving Subordinated Note of the subordination or enforcement restrictions applicable thereto shall occur;
(p) any Obligation Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Obligation Guaranty or any Guarantor shall fail to comply with any Obligation Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Obligation Guaranty to which it is a party, or shall give notice to such effect;
(q) except as permitted by the Sellers terms of this Agreement, any Collateral Document, or the Intercreditor Agreement, (i) any Collateral Document shall for any reason fail to convey create a valid security interest in any Collateral with a value of $1,000,000 or greater in the aggregate purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease to be a perfected, first-priority Lien;
(r) any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document;
(s) any material provision of any Loan Document or any Receivables Facility Transaction Document for any reason ceases to be valid, binding and enforceable in Additional Accounts accordance with its terms (or Participation Interests any Person party thereto shall challenge the enforceability of any Loan Document or any Receivables Facility Transaction Document or shall assert in writing, or engage in any action or inaction that evidences its assertion, that any provision of any of the Loan Documents or any Receivables Facility Transaction Documents has ceased to the Trust within five Business Days after the day on which they are required to convey such Receivables be or Participation Interests pursuant to Section 2.09(aotherwise is not valid, binding and enforceable in accordance with its terms);
(ft) (i) the Indebtedness evidenced by the 5.625% Senior Notes due 2019 issued under the 2012 Notes Indenture is not repaid in full or refinanced or replaced on terms mutually satisfactory to Anixter and the Administrative Agent (including, as to any Indebtedness refinancing or replacing such notes, such Indebtedness having a maturity date not earlier than approximately ninety (90) days after the Maturity Date) by January 31, 2019, which is the date that is approximately ninety (90) days before the stated maturity date of such notes as of the Third Amendment Effective Date, (ii) the Indebtedness evidenced by the 5.125% Senior Notes due 2021 issued under the 2012 Notes Indenture is not repaid in full or refinanced or replaced on terms mutually satisfactory to Anixter and the Administrative Agent (including, as to any Indebtedness refinancing or replacing such notes, such Indebtedness having a maturity date not earlier than approximately ninety (90) days after the Maturity Date) by July 1, 2021, which is the date that is approximately ninety (90) days before the stated maturity date of such notes as of the Effective Date; Third Amendment Effective Date and (iii) the Indebtedness evidenced by the 5.50% Senior Notes due 2023 issued under the 2015 Notes Indenture is not repaid in full or refinanced or replaced on terms mutually satisfactory to Anixter and the Administrative Agent (including, as to any Indebtedness refinancing or replacing such notes, such Indebtedness having a maturity date not earlier than approximately ninety (90) days after the Maturity Date) by December 1, 2022, which is the date that is approximately ninety (90) days before the stated maturity date of such notes as of the Third Amendment Effective Date.
(u) during any period when Indebtedness under the 2012 Notes Indenture remains outstanding, any requirement arises under the 2012 Notes Indenture to grant liens upon any Collateral to secure any Indebtedness issued under the 2012 Notes Indenture;
(v) as at the end of any Collection Period, the occurrence and continuation of a Servicer Default Termination Event shall occurhave occurred; or
(gw) The Seller shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Borrower under the Receivables Sale Agreement, other than as a Transfer Restriction Event shall occurresult of the occurrence of the Facility Termination Date; then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in the case of any event with respect to the Borrower described in paragraph clause (a), (bh) or (f)i) of this Article, either the Trustee or Commitments shall automatically terminate and the Holders of Investor Certificates evidencing more than 50% principal of the aggregate unpaid principal amount Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any Series kind, all of Investor Certificates to which such event relates are hereby waived by notice then given the Borrower. Upon the occurrence and during the continuance of an Amortization Event, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Sellers Loans and the Servicer (other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Trustee if given by Administrative Agent under the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of Loan Documents or at law or equity, including all remedies provided under the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventUCC.
Appears in 1 contract
Sources: Receivables Facility Credit Agreement (Anixter International Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(ai) failure on the part of the Sellers Any Seller Party shall fail (iA) to make any payment or deposit required by the terms hereunder when due, which failure continues for two (2) consecutive days after such Seller Party has received notice, or has actual knowledge, of such failure, or (B) to perform or observe in any material respect any term, covenant or agreement hereunder (other than as referred to in clause (i) of this Agreement or any Supplement on or before the date occurring five paragraph (a) and Section 9.1(d)) and such failure, if capable of cure, shall continue for ten (10) consecutive Business Days after the date such payment Seller Party has received notice, or deposit is required to be madehas actual knowledge, of such failure; or (ii) duly Cardinal shall fail to observe or perform make any other covenants or agreements payment in respect of the Sellers set forth in this Agreement Demand Loans, whether upon demand or any Supplement, which when otherwise due and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 two (2) consecutive days after the date on which notice any Seller Party has received notice, or has actual knowledge, of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or deemed made and, if capable of cure, such breach shall continue for ten (10) consecutive Business Days after such Seller Party has received notice, or has actual knowledge, of such breach.
(i) Failure of any Seller to pay any Indebtedness when delivereddue in excess of $15,775 (such Indebtedness being referred to hereinafter as “Seller’s Material Indebtedness”); or the default by any Seller in the performance of any term, which continues to be incorrect provision or condition contained in any material respect for a period agreement under which any Seller’s Material Indebtedness was created or is governed, the effect of 60 days after the date on which notice of such failure, requiring the same is to be remedied, shall have been given to the Sellers by the Trusteecause, or to permit the Sellers holder or holders of such Seller’s Material Indebtedness to cause, such Seller’s Material Indebtedness to become due prior to its stated maturity; or any Seller’s Material Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Trustee by an Investor Certificateholder, and date of maturity thereof.
(ii) Failure of Servicer to pay Indebtedness when due in excess of $250,000 (such Indebtedness being referred to hereinafter as a result “Material Indebtedness”); or the default by Servicer in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness of Servicer was created or is governed, the effect of which is to cause, or to permit the holder or holders of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; providedMaterial Indebtedness to cause, however, that an Amortization Event shall not be deemed such Material Indebtedness to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent become due prior to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Sellerstated maturity; or any Material Indebtedness of Servicer shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(iii) The Performance Guarantor or the Originator (a) shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness having an aggregate principal amount (excluding undrawn committed amounts, but including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $100,000,000 and such failure shall continue beyond any applicable grace period (or, in the event such Indebtedness does not have a grace period for non-payment of non-principal amounts, such failure with respect to any non-principal amount shall continue for three Business Days) or (b) shall fail to observe or perform any other agreement, or any circumstance or condition shall exist, in either case relating to Indebtedness having an aggregate principal amount (excluding undrawn committed amounts, but including amounts owing to all creditors under any combined syndicated credit arrangement) of more than $100,000,000 or contained in any instrument or other agreement evidencing, securing or relating thereto, the effect of which failure, circumstance or condition is to cause such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (in each case automatically or otherwise), prior to its stated maturity.
(d) (i) Any Seller Party, Performance Guarantor or any of their respective Subsidiaries shall generally not pay its debts as such debts become due; or (ii) any Seller Party, Performance Guarantor or any of their respective Subsidiaries shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (iii) any proceeding shall be instituted against any Seller or by any Seller Party, Performance Guarantor or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property; or (iv) any such act Seller Party, Performance Guarantor or occurrence being an “Insolvency Event”any of their respective Subsidiaries shall take any corporate action to authorize any of the actions set forth in clause (i);
, (ii) or (iii) above in this subsection (d); or (v) any proceeding of the type described in clause (iii) of this subsection (d) shall be instituted against Servicer or Performance Guarantor and shall not be withdrawn, vacated or dismissed within 60 days after the Trust shall become an “investment company” within the meaning of the Investment Company Act;commencement thereof.
(e) The Purchaser Interests of the Purchasers shall exceed in the aggregate 100% for a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five period of two (2) consecutive Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);Days.
(f) a Servicer Default As of the end of any calendar month, the Delinquency Ratio shall occurexceed 7.50%.
(g) As at the end of any calendar month:
(i) (x) the Collections-to-Sales Ratio for such calendar month shall be less than 75% or (y) the Collections-to-Sales Ratios for each of such calendar month and the immediately preceding calendar month shall be less than 80%; or
(gii) a Transfer Restriction Event the three-month rolling average Dilution-to-Sales Ratio shall occur; then, in the case exceed 5.50%.
(i) A Change of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Control shall occur with respect to all outstanding Series any Seller Party; or (ii) a Change of Control shall occur with respect to Performance Guarantor and shall result in a Material Adverse Effect.
(i) (i) One or more final judgments for the payment of money shall be entered against any Seller; or (ii) one or more final judgments for the payment of money shall be entered against Servicer in excess of $250,000 on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution; or (iii) one or more final judgments for the payment of money shall be entered against Performance Guarantor or the Originator in excess of $25,000,000 on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(j) The Termination Date (as defined in each Receivables Sale Agreement) shall occur under such Receivables Sale Agreement; or the relevant Transferor shall for any notice reason cease to transfer, or other action on cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the applicable Seller under the applicable Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Trustee Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) Any Transferor RPA shall terminate in accordance with its terms or otherwise; or the Certificateholders immediately upon Originator shall for any reason cease to transfer, or cease to have the occurrence legal capacity to transfer, or otherwise be incapable of transferring Receivables (as defined in the applicable Transferor RPA) to the applicable Transferor under the applicable Transferor RPA.
(m) Performance Guarantor shall fail to perform or observe in any material respect any term, covenant or agreement required to be performed by it under any Performance Guaranty and, if capable of cure, such failure shall continue for ten (10) consecutive Business Days after such Seller Party has received notice, or has actual knowledge, of such eventfailure, or any Performance Guaranty shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(n) Any Letter of Credit is drawn upon and is not fully reimbursed (including, pursuant to an LC Reimbursement Purchase) by the Sellers for any reason (including, because of any limitation on recourse to the Sellers pursuant to Section 1.8(a)) within two (2) Business Days following the applicable LC Reimbursement Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Cardinal Health Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) The Borrower shall fail to make any payment or deposit of Principal required by to be paid to a Lender, the terms of Administrative Agent or an Indemnified Party under this Agreement or any Supplement on other Transaction Document when due or before Seller shall fail to make any payment pursuant to Section 3.2 of the date occurring Purchase Agreement when due, (ii) the Borrower shall fail to make any payment or deposit of Interest or Fees within five (5) Business Days after the due date such thereof, or (iii) the Borrower or Seller shall fail to make any other payment or deposit is required to be madepaid to a Lender, the Administrative Agent or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in an Indemnified Party under this Agreement or any Supplement, other Transaction Document to which failure has it is a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 party within thirty (30) days after the earlier of the date on which (x) notice of such failure, requiring the same to be remedied, shall have has been given to the Sellers such Person by the Trustee, Administrative Agent or to the Sellers and the Trustee by a Lender of such occurrence or (y) an Investor Certificateholder;Authorized Officer of such Person shall have knowledge thereof.
(b) any representation The Borrower shall fail to perform or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect observe in any material respect when made or when delivered, which continues to be incorrect any covenant contained in any material respect for a period provision of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a5.1(b)(i), (b) or (fSection 5.1(o), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such noticeSection 5.2(b), and, in the case of any event described in paragraph (c), (d), (h), and (i) and, with respect to Section 5.2(i), such failure shall continue for ten (10) days after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (ii) an Authorized Officer of the Borrower shall have knowledge thereof.
(c) The Borrower or Seller shall fail to perform or observe in any material respect any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section) or any other Transaction Document to which it is a party and such failure shall continue for thirty (30) days after the earlier of the date on which (i) notice has been given to such Person by the Administrative Agent or a Lender of such non-performance or non-observance, or (ii) an Authorized Officer of such Person otherwise becomes aware of such non-performance or non-observance.
(d) Any representation, warranty or certification made by the Borrower or Seller in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or thereto shall prove to have been incorrect when made in any material respect and such deficiency remains unremedied for five (5) days after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (ii) an Authorized Officer of such Person shall have knowledge thereof; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.
(e) On any day a Borrowing Base Deficiency shall exist and remain unremedied for two (2) Business days after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (g), subject to applicable law, ii) an Amortization Authorized Officer of the Borrower shall have knowledge thereof.
(f) An Event of Bankruptcy shall occur with respect to all outstanding Series without any notice or other action on Loan Party.
(g) As at the part end of any Calculation Period:
(i) The average of the Trustee Delinquency Ratios for the three months then most recently ended shall exceed 3.25%;
(ii) The average of the Default Ratios for the three months then most recently ended shall exceed 1.75%;
(iii) The average of the Dilution Ratios for the three months then most recently ended shall exceed 1.10%; or
(iv) The average of the Days Sales Outstanding Ratios for the three months then most recently ended shall exceed 60 days;
(h) The occurrence and continuation of a Servicer Termination Event.
(i) The Borrower shall cease to be Solvent.
(i) One or more final judgments for the Certificateholders immediately upon payment of money in an amount in excess of the minimum claim amount required to commence an involuntary case against the Borrower under Section 303(b)(1) or (2) of the Federal Bankruptcy Code, as adjusted from time to time under Section 104 of the Federal Bankruptcy Code, individually or in the aggregate, shall be entered against the Borrower by any Person other than a party hereto, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution or (ii) one or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against Seller by any Person other than a party hereto on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for sixty (60) consecutive days without a stay of execution, and in each case such failure to satisfy or stay such judgment shall remain unremedied for five (5) days after the earlier of the date on which (x) notice has been given to such Person by the Administrative Agent or a Lender of such occurrence or (y) an Authorized Officer of such Person shall have knowledge thereof.
(k) The Seller shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Borrower under the Purchase Agreement, other than pursuant to Section 6.2 of the Purchase Agreement as a result of the occurrence of the Facility Termination Date.
(i) This Agreement or any other Transaction Document shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Borrower, the Servicer or Seller, (ii) the Borrower, the Servicer or Seller shall directly or indirectly contest in any manner effectiveness, validity, binding nature or enforceability of this Agreement or any other Transaction Document, (iii) the Administrative Agent for the benefit of the Lenders shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto or (iv) the Collection Accounts shall cease to be maintained in a manner consistent with Section 5.1(j).
(m) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables or Related Security and such eventlien shall not have been released within ten (10) Business Days.
(n) One or more final judgments shall have been entered against the Borrower or a member of its Controlled Group either (i) requiring termination or imposing liability (other than for premiums under Section 4007 of ERISA) under Title IV of ERISA in respect of, or requiring a trustee to be appointed under Title IV of ERISA to administer any Pension Plan or Pension Plans having aggregate Unfunded Liabilities in excess of $50,000,000 or (ii) in an action relating to a Multiemployer Plan involving a current payment obligation in excess of $50,000,000, which judgment, in either case, has not been satisfied or stayed within sixty (60) days and such failure to satisfy or stay is unremedied for five (5) days after the earlier of the date on which (x) notice has been given to the Borrower by the Administrative Agent or a Lender of such occurrence or (y) an Authorized Officer of the Borrower shall have knowledge thereof.
(o) A Change of Control shall occur with respect to the Borrower.
Appears in 1 contract
Sources: Credit and Security Agreement (Martin Marietta Materials Inc)
Amortization Events. If The occurrence of any one or more of ------------------- the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or hereunder when due and, for any Supplement on or before the date occurring five Business Days after the date such payment or deposit which is required to be madenot in respect of Capital, such failure continues for two (2) Business Days, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants than as referred to in clause (i) of this paragraph (a) or agreements of the Sellers set forth in this Agreement or any Supplement, which paragraph (e)) and such ---------- failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;five (5) consecutive Business Days.
(b) any Any representation or warranty made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or deemed made.
(i) Failure of Seller to pay any Indebtedness when delivereddue; (ii) failure of any other Seller Party or Parties to make any payment or payments when due (after giving effect to any applicable grace period) with respect to Indebtedness with an aggregate principal amount in excess of $10,000,000 for all such Seller Parties; (iii) the default by any Seller Party or Parties in the performance of any term, which continues to be incorrect provision or condition contained in any material respect agreement or agreements under which any Indebtedness with an aggregate principal amount in excess of $10,000,000 for a period all such Seller Parties was created or is governed, the effect of 60 days after the date on which notice of such failure, requiring the same is to be remedied, shall have been given to the Sellers by the Trusteecause, or to permit the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result holder or holders of such incorrectness the interests of the Investor Certificateholders Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or (iv) any such Indebtedness of any Series are materially Seller Party or Parties shall be declared to be due and adversely affected; provided, however, that an Amortization Event shall not payable or required to be deemed prepaid (other than by a regularly scheduled payment) prior to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions date of this Agreement;maturity thereof.
(ci) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Any Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; Party or any of the Sellers its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; (ii) any proceeding shall be instituted by or voluntarily suspend payment against any Seller Party or any of its obligations Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property which proceeding shall remain undismissed or unstayed for a period of thirty (30) days; or (iii) any such act Seller Party or occurrence being an “Insolvency Event”);
any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clause (i) or (ii) above in this ---------- ---- subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;). --------------
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6. -----------
(f) a Servicer As at the end of any calendar month: (i) the average of the Delinquency Ratios as of the end of such month and the two preceding months shall exceed 30%; or (ii) the average of the Default Proxy Ratios as of the end of such month and the two preceding months shall occurexceed 4.5%; oror (iii) the average of the Dilution Ratios as of the end of such month and the two preceding months shall exceed 3.5%.
(g) a Transfer Restriction Event shall occur; then, in the case A Change of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Control shall occur with respect to any Seller Party.
(h) One or more final judgments for the payment of money shall be entered against Seller or one or more final judgments for the payment of money (in excess of $10,000,000 in the aggregate for all outstanding Series such judgments) shall be entered against any other Seller Party or Parties on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without any notice a stay of execution.
(i) This Agreement shall terminate in whole or other action on in part (except in accordance with its terms), or shall cease to be effective or to be the part legally valid, binding and enforceable obligation of the Trustee Seller or the Certificateholders immediately upon Servicer, or the occurrence Collateral Agent for the benefit of such eventthe Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Owens & Minor Inc/Va/)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by hereunder when due, and, except in the terms case of this Agreement or any Supplement on or before the date occurring a payment of Capital, such failure shall continue for five Business Days (5) consecutive days after the date such payment or deposit is required to be madewhen due, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement paragraph (a) and paragraph 9.1(e)) and such failure shall continue for ten (10) consecutive Business Days after notice from Buyer or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;its assigns.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivereddeemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.
(c) The Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall (i) default in making any payment of principal of any Indebtedness (including any Contingent 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 continues such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition related to be incorrect any such Indebtedness or contained in any material instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, 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 Contingent Obligation) to become payable; provided that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (c) shall not at any time constitute an Amortization Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) or (iii) of this paragraph (c) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of which exceeds in the aggregate $50,000,000 for the Performance Guarantor and its Subsidiaries, taken as a whole.
(d) (i) The Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, 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 liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee or other similar official for it or any substantial part of its assets, or the Performance Guarantor, any Seller Party or any of their respective Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Performance Guarantor, any Seller Party or any of their respective Subsidiaries 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 60 days after days; or (iii) there shall be commenced against the date on which notice Performance Guarantor, any Seller Party or any of their respective Subsidiaries 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 failure, requiring the same to be remedied, relief that shall not have been given to the Sellers by the Trusteevacated, discharged, or to stayed or bonded pending appeal within 60 days from the Sellers and entry thereof; or (iv) the Trustee by an Investor CertificateholderPerformance Guarantor, and any Seller Party or any of their respective Subsidiaries 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) as a result of such incorrectness or (iii) above; or (v) the interests of the Investor Certificateholders of Performance Guarantor, any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; Party or any of the Sellers their respective Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to to, pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $10,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6.
(f) As at the end of any Fiscal Month: 42 742893773 18589498
(i) the average of the Losses-to-Liquidation Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 1.0%,
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed (A) with respect to a Servicer Default period ending on the last day of the Fiscal Month ending in September 2020 or October 2020, 7.0% and (B) with respect to any period ending after the last day of the Fiscal Month ending in October 2020, 5.0%, or
(iii) the average of the Dilution Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; orexceed 5.0%,
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) [Reserved].
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Purchase Termination Date” or any “Purchase Termination Event” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) [Reserved].
(m) [Reserved]. 742893773 18589498
(n) PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If any one of the following events shall occur:occur during the Revolving Period, the Accumulation Period or the Controlled Amortization Period with respect to any Series of Notes (each, an “Amortization Event”‘):
(a) failure on the part occurrence of the Sellers (i) to make any payment or deposit required by the terms an Event of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given Bankruptcy with respect to the Sellers by Issuer or the Trustee, or to the Sellers and the Trustee by an Investor CertificateholderGeneral Partner;
(b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreementreserved;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, Issuer shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within or shall have become under the meaning “control” of an “investment company” under the Investment Company ActAct of 1940, as amended;
(d) reserved;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);reserved; and
(f) a Servicer Default any other event shall occur; oroccur which may be specified in any Series Supplement as an “Amortization Event”:
(gi) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or clause (f)) above, subject to clause (iii) below, either the Trustee Trustee, by written notice to the Issuer, or the Holders of Investor Certificates evidencing more than 50% Required Noteholders of the aggregate unpaid principal amount of any applicable Series of Investor Certificates to which such event relates Notes, by written notice then given to the Sellers Issuer and the Servicer (and to the Trustee if given by the Investor Certificateholders) Trustee, may declare that an amortization event (an “Amortization Event”) Event has occurred with respect to such Series as of the date of such the notice, and, or (ii) in the case of any event described in paragraph clause (c), (d), (ea) or (g), subject to applicable lawc) above, an Amortization Event shall occur with respect to all Series of Notes then outstanding Series shall immediately occur without any notice or other action on the part of the Trustee or any Noteholders or (iii) in the Certificateholders case of any event described in clause (f) above, if the Amortization Event arising from such event is only subject to waiver by 100% of the applicable Noteholders as set forth in the applicable Series Supplement, an Amortization Event with respect to the related Series of Notes shall immediately occur without any notice or other action on the part of the Trustee or any Noteholders; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken or not taken by it upon the occurrence of an Amortization Event unless a Responsible Officer has actual knowledge of such eventAmortization Event; and provided, further the provisions of this sentence shall not insulate the Trustee from liability arising out of its negligence or willful misconduct.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers, the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month:
(i) commencing on the third Fiscal Month after the Closing Date, the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 7.00%, or
(ii) commencing on the third Fiscal Month after the Closing Date, the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 3.30%, or
(iii) commencing on the end of the first Fiscal Month after the Closing Date, Excess Spread is less than 0.75%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any event described Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in paragraph whole or in part (aexcept in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(bl) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or any party other than Agent thereto shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(f)n) The Leverage Ratio shall at any time be greater than 3.50 to 1.0.
(o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of Performance Provider, or Performance Provider shall directly or indirectly contest in any Series of Investor Certificates to which manner such event relates by notice then given to the Sellers and the Servicer effectiveness, validity, binding nature or enforceability.
(and to the Trustee if given by the Investor Certificateholdersp) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series The ratio, determined as of the date end of each of PDCo’s fiscal quarters for the then most-recently ended four fiscal quarters of (i) Consolidated EBIT during such noticeperiod to (ii) Consolidated Interest Expense during such period, andall calculated for PDCo and its Subsidiaries on a consolidated basis, shall be less than 3.0 to 1.0.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the case definition herein of any event described “Independent Governor.”
(r) Seller shall fail to pay in paragraph (c), (d), (e) full all of its Obligations to Agent and the Purchasers hereunder and under each other Transaction Document on or (g), subject prior to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Contract Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(ai) failure Borrower shall fail to pay Principal on any of the Loans on the part date due or (ii) any Overadvance shall exist and shall fail to be cured within the time period set forth in Section 1.3(a); or
(b) Borrower shall fail to pay Interest on the Loans or any Fees payable pursuant to the Fee Letter within five (5) Business Days of the Sellers date such Interest or Fees are due; or
(ic) Any AZZ Party shall fail to make pay any payment other fee or deposit required by the terms of other amount due and payable pursuant to this Agreement or any Supplement on or before of the date occurring five other Transaction Documents within ten (10) Business Days after written notice to such AZZ Party by the date such payment Administrative Agent; or
(d) Any representation or deposit is required to be made, or warranty made by any AZZ Party (iiother than a Removed Originator) duly to observe or perform any other covenants or agreements of the Sellers set forth in under this Agreement or any Supplementof the other Transaction Documents or any written statement made by any AZZ Party in any financial statement, which failure has a certificate, report, exhibit or document furnished by any AZZ Party to the Administrative Agent or any Lender pursuant to this Agreement or the other Transaction Documents shall prove to have been false or misleading in any material adverse effect on the Investor Certificateholders respect (without duplication of any Series and which continues unremedied for a period materiality qualifier already contained therein) as of 60 days after the date on which notice of such failuretime made; provided, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;
that (bi) if any representation or warranty made by any Originator under Sections 5.10, 5.11, 5.12, 5.13, 5.15, 5.17 or 5.18 of the Sellers Transfer Agreement with respect to any Transferred Receivable (as defined in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (iTransfer Agreement) shall prove to have been incorrect false or misleading in any material respect when made or when delivered(without duplication of any materiality qualifier already contained therein) as of the time made, which continues such failure shall be deemed to be incorrect automatically cured hereunder upon the credit or payment of the amounts required under, and in accordance with, Section 3.3 of the Transfer Agreement with respect thereto and (ii) if any representation or warranty made by Intermediate SPE under Sections 5.10, 5.11, 5.12, 5.13, 5.15, 5.17 or 5.18 of the Contribution Agreement with respect to any Contributed Receivable (as defined in the Contribution Agreement) shall prove to have been false or misleading in any material respect for a period (without duplication of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (iiany materiality qualifier already contained therein) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; providedtime made, however, that an Amortization Event such failure shall not be deemed to have occurred under this paragraph if be automatically cured hereunder upon the Sellers have repurchased credit or payment of the related Receivables or all such Receivablesamounts required under, if applicable, during such period and in accordance with the provisions of this Agreement;
(c) any with, Section 3.2 of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurContribution Agreement with respect thereto; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Amortization Events. If any one Any of the following events shall occurconstitute a "Amortization Event":
(a) (i) failure on the part of NAFCO or the Administrator to make or cause to be made any payment or deposit, or any delivery of any report, required by the terms of this Agreement, any Supplement, any Certificate Purchase Agreement or the Purchase Agreement on or before five Business Days after the date such payment, deposit or delivery is required to be made herein; (ii) failure on the part of the Sellers Seller to duly observe or perform Sections 6.1(g) and 6.3(a) of the Purchase Agreement or NAFCO to duly observe or perform Sections 7.02(e) or 7.02(n) or clause (i) to make any payment or deposit required by the terms (ii) of Section 7.02(d) of this Agreement Agreement, or any Supplement on the Trustee to duly observe or before the date occurring perform Section 5.01 of this Agreement, which failure has a Material Adverse Effect and continues unremedied for a period of five Business Days after the date on which written notice of such payment or deposit is required failure, requiring same to be maderemedied, shall have been given to NAFCO by the Trustee or to NAFCO and the Trustee by any Certificateholder; or (iiiii) failure on the part of NAFCO to duly to observe or perform any other covenants covenant or agreements agreement of the Sellers NAFCO set forth in this Agreement or any SupplementTransaction Document, which failure has a material adverse effect on the Investor Certificateholders of any Series Material Adverse Effect and which continues unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers NAFCO by the Trustee, Trustee or to the Sellers NAFCO and the Trustee by an Investor any Certificateholder;
(b) any representation or warranty made by the Sellers Seller in Sections 5.1(d) or 5.1(i)(i), (ii) or (iii) of the Purchase Agreement or by NAFCO in Sections 7.01(k)(i), (ii), or (iii) or 7.01(n) of this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when deliveredmade, which and continues to be incorrect in any material respect for a period of 60 days five Business Days after the date on which written notice of such failurebreach, requiring the same to be remedied, shall have been given to NAFCO by the Sellers Trustee or to NAFCO and the Trustee by any Certificateholder, or any other representation or warranty made by the Seller in the Purchase Agreement or by NAFCO in this Agreement shall prove to have been incorrect in any material respect when made, and continues to be incorrect in any material respect for a period of 30 days after the date on which written notice of such breach, requiring the same to be remedied, shall have been given to NAFCO by the Trustee, or to the Sellers NAFCO and the Trustee by an Investor any Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that a mistake in representation of a Receivable as an Amortization Event Eligible Receivable shall not be deemed constitute a Liquidation Event unless and until the Seller or NAFCO, as the case may be, has failed to have occurred make any cash payments owed under the Purchase Agreement or this paragraph if Agreement in respect of the Sellers have repurchased the related Noncomplying Receivables arising from such misrepresentation;
(c) an Event of Bankruptcy shall occur with respect to National Auto or NAFCO, or NAFCO shall become unable for any reason to transfer Receivables or all such Receivables, if applicable, during such period Related Transferred Assets to the Trust in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “"investment company” " within the meaning of the Investment Company ActAct of 1940, as amended;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)occurrence and continuance of an Administrator Default;
(f) a Servicer Default shall occur; orthe Net Loss Rate for any Distribution Date exceeds 7% for four consecutive Calculation Periods and the first such Calculation Period was subsequent to the first Calculation Period in which the aggregate number of Contracts in the Trust exceeded 500 as of the end of such Calculation Period.
(g) a Transfer Restriction Event shall occur; then, the Net Loss Rate for any Distribution Date exceeds 9% for four consecutive Calculation Periods and the first such Calculation Period was subsequent to the first Calculation Period in which the aggregate number of Contracts in the case Trust exceeded 500 as of any event described the end of such Calculation Period.
(h) the Delinquency Rate exceeds 10% for four consecutive Calculation Periods and the first such Calculation Period was subsequent to the first Calculation Period at the end of which the number of Receivables in paragraph the Trust exceeded 500.
(ai) the Servicing Agreement is terminated and a successor Servicer, appointment of which shall have been consented to by the Class B Certificateholder (which consent shall not be unreasonably withheld), shall not have been so appointed by the Administrator;
(bj) the number of Financed Vehicles repossessed and liquidated during the four preceding Calculation Periods is equal to or (f), either greater than 75 and the Trustee or the Holders aggregate Recoveries in respect of Investor Certificates evidencing more such Financed Vehicles is less than 50% of the aggregate unpaid principal amount balance of any Series the related Receivables;
(k) the number of Investor Certificates Financed Vehicles repossessed and liquidated during the four preceding Calculation Periods is equal to which or greater than 75 and the aggregate Recoveries in respect of such event relates by notice then given Financed Vehicles is less than 60% of the aggregate unpaid principal balance of the related Receivables;
(l) a requirement set forth in clauses (iii), (iv) and (v) of the definition of "Portfolio Requirements" shall not have been satisfied for two consecutive Calculation Periods;
(m) a requirement set forth in clauses (i) and (ii) of the definition of "Portfolio Requirements" shall not have been satisfied for three consecutive Calculation Periods;
(n) the Delinquency Rate exceeds 15% for four consecutive Calculation Periods and the first such Calculation Period was subsequent to the Sellers and first Calculation Period at the Servicer end of which the number of Receivables in the Trust exceeded 500; or
(and o) the Seller shall have ceased selling Receivables to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect NAFCO pursuant to such Series as Section 8.1 of the date of such notice, and, in Purchase Agreement. Upon the case occurrence and continuance of any event described in paragraph subsection (c), (d), (e) or (g)o) above, subject to the applicable lawgrace period, an Amortization Event if any, set forth in such subsection, the Liquidation Commencement Date shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders Certificateholders, immediately upon the occurrence of such event. Upon the occurrence and continuance of any event described in subsections (a)(i), (b), (e), (g), (i), (j), (l) or (n) above (each such event, and the events described in subsections (c) and (d), a "Liquidation Event"), subject to the applicable grace period, if any, set forth in such subsection, the Trustee may (and, at the direction of the Majority Certificateholders shall) by notice then given in writing to NAFCO and the Administrator, declare that the Liquidation Commencement Date shall have occurred as of the date of NAFCO's receipt of such notice. Upon the occurrence and continuance of any event described in any subsection above other than a Liquidation Event, after the applicable grace period, if any, set forth in such subsection (each, an "Early Amortization Event"), the Trustee may (and, at the direction of the Required Certificateholders shall) by notice then given in writing to NAFCO and the Administrator, declare that the Early Amortization Commencement Date shall have occurred as of the date of NAFCO's receipt of such notice. Notwithstanding the foregoing, a delay in or failure in performance referred to in subsection (a)(i) above for a period of 10 Business Days after the applicable grace period, or in subsections a(ii), a(iii) or (b) above for a period of 30 Business Days after the applicable grace period, shall not constitute an Amortization Event if such delay or failure could not have been prevented by the exercise of reasonable diligence by NAFCO or the Administrator and such delay or failure was caused by an act of God or the public enemy, riots, acts of war, acts of terrorism, epidemics, flood, embargoes, weather, landslides, fire, earthquakes or similar causes. The preceding sentence shall not relieve NAFCO or the Administrator from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the Transaction Documents, and NAFCO and/or the Administrator, as applicable, shall promptly give the Trustee and, in the case of such delay or failure in performance by the Administrator, NAFCO, an Officer's Certificate notifying them of such failure or delay by it.
Appears in 1 contract
Sources: Pooling and Administration Agreement (National Auto Finance Co Inc)
Amortization Events. If The occurrence of any one of the following events shall occurconstitute Amortization Events with respect to the Issuer Notes:
(a) failure the Issuer defaults in the payment of interest on, or other amount payable in respect of, the Issuer Notes when the same becomes due and payable, unless default is caused by an administrative or technical error and in such case, payment is made within three (3) Business Days of being due and payable;
(b) either of a Liquid Enhancement Deficiency or a Letter of Credit/Cash Liquid Enhancement Deficiency shall exist and continue to exist for at least three (3) consecutive Business Days provided that where such grace period coincides with a Payment Date then on that Payment Date, the Issuer will not be permitted to request any Advance and will not be permitted to make any repayment under the Issuer Subordinated Facility Agreement in accordance with Clause 5.2(i) and Clause 5.3(m) of this Agreement or as otherwise permitted pursuant to the Issuer Related Documents until such Liquid Enhancement Deficiency or a Letter of Credit/Cash Liquid Enhancement Deficiency is cured and ceases to exist; WEIL:
(c) all principal of and interest on the part Issuer Notes is not paid in full on or before the Expected Final Payment Date;
(d) any Aggregate Asset Amount Deficiency exists and continues for a period of three (3) consecutive Business Days provided that where such grace period coincides with a Payment Date then on that Payment Date, the Issuer will not be permitted to request any Advance and will not be permitted to make any repayment under the Issuer Subordinated Facility Agreement in accordance with Clause 5.2(i) and Clause 5.3(m) of this Agreement or as otherwise permitted pursuant to the Issuer Related Documents until such Aggregate Asset Amount Deficiency is cured and ceases to exist;
(e) any of the Sellers Leasing Company Amortization Events shall have occurred with respect to any FleetCo Note or the French Facility;
(f) there shall have been filed against the Issuer a notice of any Security (other than a Permitted Security) that could reasonably be expected to attach to the assets of the Issuer and fourteen (14) consecutive days shall have elapsed without such notice having been effectively withdrawn or such Security having been released or discharged;
(g) any of the Issuer Related Documents or any material portion thereof shall cease, for any reason, to be in full force and effect, enforceable in accordance with its terms (other than in accordance with the terms thereof or as otherwise expressly permitted in the Issuer Related Documents) for a period of ten (10) consecutive days, provided that such then (10) consecutive day grace period shall not apply where Hertz, any FleetCo, any OpCo, any Leasing Company, any Lessee, any Servicer, any FleetCo Administrator, the Issuer or the Issuer Administrator is the entity asserting that the relevant Issuer Related Document ceases to be in full force and effect, other than any such cessation as a result of any waiver, supplement, modification, amendment or other action not prohibited by the Related Documents;
(h) any Issuer Administrator Default shall have occurred;
(i) the Issuer Account in which any Issuer Collections are on deposit as of such date or any Issuer Account (other than the Issuer Reserve Account and the Issuer L/C Cash Collateral Account) shall be subject to make an injunction, estoppel or other stay or a Security (other than any payment Security described in paragraph (iii) of the definition of Permitted Security) and fourteen (14) consecutive days shall have elapsed without such Security having been released or deposit discharged;
(A) the Issuer Reserve Account shall be subject to any injunction, estoppel or other stay or a Security (other than any Permitted Security described in paragraph (iii) of the definition of Permitted Security) for a period of at least three (3) consecutive Business Days or (B) other than any Security described in paragraph (iii) of the definition of Permitted Security, the Issuer Security Trustee shall cease to have a valid and perfected first priority security interest in the Issuer Reserve Account Collateral (or any of the Issuer or any Affiliate thereof so asserts in writing) and, in each case, the Adjusted Liquid Enhancement Amount, excluding therefrom the Available Reserve Account Amount, would be less than the Required Liquid Enhancement Amount and such cessation shall not have resulted from a Permitted Security;
(k) from and after the funding of the Issuer L/C Cash Collateral Account, (A) the Issuer L/C Cash Collateral Account shall be subject to any injunction, estoppel or other stay or a Security (other than any Security described in paragraph (iii) of the definition of Permitted Security) for a period of at least three (3) consecutive Business Days or (B) other than any Permitted Security, the Issuer Security Trustee shall cease to have a valid and perfected first priority security interest in the Issuer L/C Cash Collateral Account Collateral (or the Issuer or any Affiliate thereof so asserts in writing) and, in each case, the Adjusted Liquid Enhancement Amount, excluding therefrom the Available L/C Cash Collateral Account Amount, would be less than the Required Liquid Enhancement Amount;
(l) a Change of Control shall have occurred; WEIL:
(m) the Issuer shall fail to acquire and maintain in force one or more Interest Rate Caps at the times and in at least the notional amounts required by the terms of this Agreement Sub-Clause 4.4 and such failure continues for at least three (3) consecutive Business Days;
(n) other than as a result of a Permitted Security, the Issuer Security Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Issuer Collateral (other than the Issuer Reserve Account Collateral, the Issuer L/C Cash Collateral Account Collateral or any Supplement on Letter of Credit) or before the Issuer or any Affiliate thereof so asserts in writing;
(o) the occurrence of a Hertz Senior Credit Facility Default;
(p) any of the Issuer or the Issuer Administrator fails to comply with any of its other agreements or covenants in the Issuer Notes or any Issuer Related Document (and, in the case of the Risk Retention Letter, the Retention Holder fails to comply with any of its covenants therein), which in the opinion of the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and in the case of a default which is remediable, continues for fourteen (14) consecutive days after the earlier of (i) the date occurring five Business Days after on which an Authorized Officer of the date such payment Issuer (in case of failure by the Issuer) or deposit is required to be made, the Issuer Administrator (in case of failure by the Issuer Administrator) or the Retention Holder (in case of failure by the Retention Holder) obtains actual knowledge thereof or (ii) duly the date on which written notice of such failure, requiring the same to observe or perform be remedied, shall have been given to any other covenants or agreements of the Sellers Issuer or the Issuer Administrator or the Retention Holder (in each case, in respect of failure by itself only) by the Issuer Security Trustee or to any of the Issuer or the Issuer Administrator or the Retention Holder (in each case, in respect of failure by itself only) and the Issuer Security Trustee by the Administrative Agent;
(i) any representation made by the Issuer in any Issuer Related Document is false (and, in the case of the Risk Retention Letter, any representation made by the Retention Holder therein is false) or (ii) (A) any representation made by the Issuer Administrator herein or (B) any schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Issuer Administrator to any Funding Agent pursuant to paragraph 24 of Annex 2 hereto, in the case of either the preceding paragraph (A) or (B), is false or misleading on the date as of which the facts therein set forth are stated or certified, and, in this Agreement the case of either the preceding paragraphs (i) or any Supplement(ii), such falsity, which failure has a material adverse effect on in the Investor Certificateholders opinion of any Series the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and which continues unremedied the event or condition that caused such representation to have been false is not cured for a period of 60 fourteen (14) consecutive days after the earlier of (x) the date on which an Authorized Officer of the Issuer or the Issuer Administrator or the Retention Holder, as the case may be, obtains actual knowledge thereof or (y) the date that written notice thereof is given to the Issuer or the Issuer Administrator or the Retention Holder, as the case may be, by the Issuer Security Trustee or to the Issuer or the Issuer Administrator or the Retention Holder, as the case may be, and to the Issuer Security Trustee by the Administrative Agent;
(r) (I) any Servicer shall fail to comply with its obligations under any Liquidation Co-ordination Agreement and the failure to comply, in the opinion of the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and in the case of a default which is remediable, continues for 14 consecutive days after the earlier of (i) the date on which an Authorized Officer of the Issuer Administrator or the Issuer obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers Issuer Administrator and the Issuer by the Trustee, Issuer Security Trustee or to the Sellers Issuer Administrator, the Issuer and the Issuer Security Trustee by an Investor Certificateholder;
the Administrative Agent or (bII) any representation or warranty made by the Sellers in this Liquidation Co-ordination Agreement or any Supplement or material portion thereof shall cease, for any information to identify the Accounts required reason, to be delivered by the Sellers pursuant to Section 2.01 in full force and effect or 2.09 enforceable (iother than in accordance with its terms or otherwise as expressly permitted in such Liquidation Co-ordination Agreement) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 fourteen (14) consecutive days after the earlier of (i) the date on which an Authorized Officer of the Issuer or the Issuer Administrator, as applicable, has reasonable grounds to believe that or (ii) the date on which written notice thereof shall have been given to the Issuer and the Issuer Administrator by the Issuer Security Trustee or to the Issuer, the Issuer Administrator and the Issuer Security Trustee by the Administrative Agent (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of such Liquidation Co-ordination Agreement or any WEIL: portion thereof by the relevant Servicer, in which case such fourteen (14) day grace period shall not apply);
(I) any FleetCo or any FleetCo Administrator shall fail to comply with its obligations under the applicable FleetCo Back-Up Administration Agreement and the failure to comply, in the opinion of the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and in the case of a default which is remediable, continues for a period of fourteen (14) days after the earlier of (i) the date on which an Authorized Officer of the relevant FleetCo Administrator or Issuer Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers such FleetCo and FleetCo Administrator by the TrusteeFleetCo Security Trustee or to such FleetCo, FleetCo Administrator and the FleetCo Security Trustee by the Issuer or (II) any FleetCo Back-Up Administration Agreement or any material portion thereof shall cease, for any reason, to be in full force and effect or enforceable (other than in accordance with its terms or otherwise as expressly permitted in such FleetCo Back-Up Administration Agreement) for a period of fourteen (14) days after the earlier of (i) the date on which an Authorized Officer of the relevant FleetCo or FleetCo Administrator, as applicable, obtains actual knowledge thereof or (ii) the date on which written notice thereof shall have been given to such FleetCo and FleetCo Administrator by the FleetCo Security Trustee or to such FleetCo, FleetCo Administrator and the FleetCo Security Trustee by the Issuer (unless such failure to be in full force and effect or failure to be enforceable is a result of a breach of the applicable FleetCo Back-Up Administration Agreement or any portion thereof by the relevant FleetCo or FleetCo Administrator, in which case such fourteenth (14) day grace period shall not apply);
(t) a FleetCo Administrator fails to comply with any of its other agreements or covenants in any FleetCo Related Document or any representation made by a FleetCo Administrator in any FleetCo Related Document is false and the failure to so comply or such false representation, as the case may be, (A) and the failure to comply with any of its other agreements or covenants in any FleetCo Related Document, in the opinion of the Issuer Security Trustee is materially prejudicial to the interests of the Noteholders and in the case of a default which is remediable, continues for 14 consecutive days after the earlier of (i) the date on which an Authorized Officer of such FleetCo Administrator obtains actual knowledge thereof or (ii) the date on which written notice of such failure or such false representation, requiring the same to be remedied, shall have been given to (x) the relevant FleetCo Administrator by the FleetCo Security Trustee or to such FleetCo Administrator and the FleetCo Security Trustee by the Issuer or (y) to the Issuer Administrator by the FleetCo Security Trustee or to the Sellers Issuer Administrator and the FleetCo Security Trustee by the Administrative Agent and (B) in the case of a false representation, the event or condition that causes such representation to have been false is not cured for a period of fourteen (14) consecutive days, in each case after the earlier of (i) the date on which an Investor Certificateholder, and Authorized Officer of such FleetCo Administrator obtains actual knowledge thereof or (ii) the date on which written notice of such failure or such false representation, requiring the same to be remedied, shall have been given to (x) the relevant FleetCo Administrator by the FleetCo Security Trustee or to such FleetCo Administrator and the FleetCo Security Trustee by the Issuer or (y) to the Issuer Administrator by the FleetCo Security Trustee or to the Issuer Administrator and the FleetCo Security Trustee by the Administrative Agent;
(u) on any Business Day, the Adjusted Principal Amount exceeds the Aggregate Leasing Company Principal Amount, and the Aggregate Leasing Company Principal Amount does not equal or exceed the Adjusted Principal Amount on or prior to the close of business on the next succeeding Business Day, in each case after giving effect to all increases and decreases on such date;
(v) any FleetCo Administrator Default shall have occurred;
(w) [RESERVED];
(x) (I) any of the FleetCo Related Documents or any material portion thereof relating to any of the FleetCo Notes shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the FleetCo Related Documents) for a period of ten (10) consecutive days, provided that such then (10) WEIL: consecutive day grace period shall not apply where Hertz, any FleetCo, any OpCo, any Leasing Company, any Lessee, any Servicer, any FleetCo Administrator, the Issuer or the Issuer Administrator is the entity asserting that the relevant FleetCo Related Document ceases to be in full force and effect; (II) any of the FleetCo Collateral shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as otherwise expressly permitted in the FleetCo Related Documents), in each case, other than any such cessation as a result of such incorrectness any waiver, supplement, modification, amendment or other action not prohibited by the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this AgreementRelated Documents;
(cy) any the occurrence of the Sellers shall consent an Event of Bankruptcy with respect to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”)Issuer;
(dz) the Trust shall become Securities and Exchange Commission or other regulatory body having jurisdiction reaches a final determination that the Issuer is an “investment company” within or is under the meaning “control” of an “investment company” under the Investment Company Act;
(eaa) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)Level 2 Minimum Liquidity Test Breach shall exist;
(fbb) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of Issuer or Issuer Administrator fails to deliver any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given certificate to the Sellers and the Servicer Administrative Agent or any Funding Agent pursuant to paragraph 25 of Annex 2 hereto within three (and to the Trustee if given by the Investor Certificateholders3) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as Business Days of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.written
Appears in 1 contract
Amortization Events. If any one of the following events shall occuroccur during the Revolving Period, the Accumulation Period or the Controlled Amortization Period with respect to any Series of Notes:
(a) TFFC defaults in the payment of any interest on any Note of a Series (or in any other payment on any Notes of a Series (other than as specified in clause (b) below)) when the same becomes due and payable and such default continues for a period of five (5) days;
(b) TFFC defaults in the payment of any principal or premium on any Note of a Series when the same becomes due and payable and such default continues for a period of 1 Business Day;
(c) TFFC fails to comply with any of its other agreements or covenants in, or provisions of, the Notes of a Series or this Indenture and the failure on to so comply materially and adversely affects the part interests of the Sellers Noteholders of any Series and continues to materially and adversely affect the interests of the Noteholders of such Series for a period of thirty (30) days after the earlier of (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, on which a Responsible Officer of TFFC obtains knowledge thereof or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers TFFC by the Trustee, Trustee or to the Sellers TFFC and the Trustee by an Investor Certificateholder;
(b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice Required Noteholders of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affectedSeries; provided, however, that an if such failure cannot reasonably be cured within such thirty (30) day period, no Amortization Event shall not be deemed result therefrom so long as, within such thirty (30) day period, TFFC (x) commences to have occurred under this paragraph if cure same, (y) delivers written notice to the Sellers have repurchased Trustee notifying the related Receivables Trustee of such failure and setting forth the steps TFFC intends to take in order to cure such failure, and (z) thereafter diligently prosecutes such cure to completion and completely cures such failure on or all such Receivables, if applicable, during such period in accordance with before the provisions of this Agreement;
fiftieth (c50th) any day after the earlier of the Sellers shall consent to the appointment of a conservator, receiver or liquidator dates set forth in any insolvency, readjustment of debt, marshalling of assets clause (i) and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations clause (any such act or occurrence being an “Insolvency Event”)ii) above;
(d) the Trust shall become occurrence of an “investment company” within the meaning Event of the Investment Company ActBankruptcy, with respect to TFFC or Team;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)any Lease Event of Default shall occur;
(f) TFFC shall have become an "investment company" or shall have become under the "control" of an "investment company" under the Investment Company Act of 1940, as amended;
(g) subject to the provisions of Section 9.2(g) hereof, any Asset Amount Deficiency exists and continues for a Servicer Default period of 10 days;
(h) any of the Leases is terminated for any reason;
(i) any representation made by any member of the Team Group in this Indenture or any Related Document is false in any material respect, which false representation materially adversely affects the interests of the Noteholders of any Series of Notes in any material respect, and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which a Responsible Officer of such member of the Team Group or TFFC obtains knowledge thereof or (ii) the date that written notice thereof is given to TFFC by the Trustee or to TFFC and the Trustee by the Required Noteholders of such Series; provided, however, that if such failure cannot reasonably be cured within such thirty (30) day period, no Amortization Event shall occurresult therefrom so long as, within such thirty (30) day period, such party (x) commences to cure same, (y) delivers written notice to the Trustee notifying the Trustee of such failure and setting forth the steps such party intends to take in order to cure such failure, and (z) thereafter diligently prosecutes such cure to completion and completely cures such failure on or before the fiftieth (50th) day after the earlier of the dates set forth in clause (i) and clause (ii) above; or
(gj) a Transfer Restriction Event any other event shall occur; then, occur which may be specified in any Supplement as an "Amortization Event";
(i) in the case of any event described in paragraph clause (a), (b), (c), (i) or (f), unless otherwise specified in the related Supplement) (j) above either the Trustee Trustee, by written notice to TFFC, or the Holders of Investor Certificates evidencing more than 50% Required Noteholders of the aggregate unpaid principal amount of any applicable Series of Investor Certificates Notes, by written notice to which such event relates by notice then given to the Sellers TFFC and the Servicer (and to the Trustee if given by the Investor Certificateholders) Trustee, may declare that an amortization event (an “"Amortization Event”") has occurred with respect to such Series as of the date of such the notice, and, or (ii) in the case of any event described in paragraph (c), clauses (d), ) through (eh) or (g), subject to applicable lawabove, an Amortization Event shall occur with respect to all Series of Notes then outstanding Series shall immediately occur without any notice or other action on the part of the Trustee or any Noteholders; provided, however, that the Certificateholders immediately Trustee shall have no liability in connection with any action or inaction taken, or not taken by it upon the occurrence of an Amortization Event unless the Trustee has actual knowledge of such eventAmortization Event; and, provided, further, that the provisions of this sentence shall not insulate the Trustee from liability arising out of its negligence or willful misconduct.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurwill constitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party will fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied will continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;five (5) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall thereto will prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due, or failure of the Servicer or any of its Subsidiaries (other than Seller) to pay any Indebtedness in excess of $15,000,000 when due; the Sellers shall consent to occurrence of any “Event of Default” (under and as defined in the appointment Credit Agreement) that has not been cured within any applicable grace period, regardless of a conservatorwhether the same is subsequently waived; or the default by any Seller Party in the performance of any term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party will be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers shall date of maturity thereof.
(i) Any Seller Party or any of its Subsidiaries will generally not pay its debts as such debts become due or will admit in writing its inability to pay its debts generally as they become due, file or will make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurcreditors; or
(gii) a Transfer Restriction Event shall occur; thenany proceeding will be instituted by or against any Seller Party or any of its Subsidiaries seeking to adjudicate it bankrupt or insolvent, in or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the case entry of any event described in paragraph (a), (b) or (f), either the Trustee an order for relief or the Holders appointment of Investor Certificates evidencing more than 50% a receiver, trustee or other similar official for it or any substantial part of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, its property and, in the case of such a proceeding instituted against a Seller Party, such proceedings will not be dismissed for a period of sixty (60) consecutive days; or
(iii) any event described Seller Party or any of its Subsidiaries will take any corporate action to authorize any of the actions set forth in paragraph clause (c), i) or (ii) above in this subsection (d), .
(e) or Seller shall fail to comply with the terms of Section 2.6 hereof.
(f) As at the end of any calendar month:
(i) the average of the Dilution Ratios for the three months then most recently ended will exceed 3.0%;
(ii) the average of the Default Ratios for the three months then most recently ended will exceed 4.15%; or
(iii) the average of the Delinquency Ratios for the three months then most recently ended will exceed 8.00%.
(g) A Change of Control will occur.
(h) One or more final judgments for the payment of money shall be entered against Seller on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment will continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution; or one or more final judgments for the payment of money in excess of $15,000,000 in the aggregate shall be entered against the Servicer or any of its Subsidiaries (other than Seller) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment will continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) The “Amortization Date” shall occur under the Receivables Sale Agreement or the First-Step Receivables Purchase Agreement, either of the Originators will for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Convergys under the First-Step Receivables Purchase Agreement, or Convergys will for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement.
(j) This Agreement will terminate in whole or in part (except in accordance with its terms), subject or will cease to applicable lawbe effective or to be the legally valid, an Amortization Event shall occur binding and enforceable obligation of Seller, or any Obligor will directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Falcon Agent and the Purchasers will cease to have a valid and perfected first priority security interest in the Receivables, the Related Security, the Collections with respect thereto and the Collection Accounts.
(k) The ratio of Convergys’ Consolidated EBITDA to all outstanding Series without Consolidated Interest Expense, in each case, for any notice or other action on the part period of the Trustee or the Certificateholders immediately upon the occurrence four consecutive fiscal quarters, shall be less than 4.0 to 1.0.
(l) The ratio of such eventConvergys’ Consolidated Total Debt to Consolidated Total Capitalization shall be greater than 0.60 to 1.0 at any time.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers (if any), the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month:
(i) the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 5.0%, or
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 3.30%,
(iii) Excess Spread is less than 0.75%, or
(iv) the average of the Payment Rate for such Fiscal Month and each of the two immediately preceding Fiscal Months shall be less than 3.00%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or US Bank shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(n) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) As determined commencing with fiscal quarter ending January 27, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor CertificateholdersLegal Maturity Date.
(s) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), The Reserve Account shall not be subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without the Reserve Account Agreement at any notice or other action on time after the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventPost-Amendment Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Originator shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, Transaction Document to which it is a party and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;three (3) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers Originator in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affecteddeemed made; provided, however, that any breach of the representations and warranties set forth in Sections 2.1(i), (s) or (t) shall not constitute an Amortization Event shall not be deemed unless such breach or breaches apply in the aggregate to have occurred under this paragraph if a material portion of the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;.
(c) Failure of Originator to pay when due any Indebtedness having an outstanding principal balance in excess of $25,000,000; or the Sellers shall consent to default by Originator in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Originator or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment (ii) any proceeding shall be instituted by or against Originator or any of its obligations (Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, 18 adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; provided that in the event any such act proceedings shall have been instituted against Originator or occurrence being any Significant Subsidiary, such proceedings shall have continued undismissed or unstayed and in effect for a period of sixty (60) consecutive days or an “Insolvency Event”);
order for relief shall have been entered in such proceedings; or (iii) Originator or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in the foregoing clause (i) or (ii) of this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);A Change of Control shall occur.
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; thenOne or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the case aggregate, shall be entered against Originator, and such judgment shall continue unsatisfied and in effect for ten (10) consecutive days without a stay of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventexecution.
Appears in 1 contract
Sources: Receivables Sale Agreement (Anixter International Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a) and paragraph 9.1(e)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;three (3) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party or Provider in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party or Provider to pay Indebtedness (other than Indebtedness hereunder), which individually or together with other such Indebtedness as to which any failure exists (other than Indebtedness hereunder) has an aggregate outstanding principal amount equal to or greater than $30,000,000, when due; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party or Provider shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(d) Any Seller Party, any Subsidiary of Seller, Provider or any Material Provider Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Subsidiary of Seller, Provider or any Material Provider Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations (property; provided that in the event any such act proceeding shall have been instituted against such Seller Party, Subsidiary of Seller, Provider or occurrence being an “Insolvency Event”);
Material Provider Subsidiary, such proceeding shall have continued undismissed, or unstayed and in effect, for a period of 60 consecutive days or (iii) any Seller Party, any Subsidiary of Seller, Provider or any Material Provider Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(f) a Servicer Default As at the end of (i) any calendar month between and including the months of February and July, the three month rolling average of the Delinquency Ratio shall occur; orexceed 19.0%, (ii) any calendar month between and including the months of August and January, the three month rolling average of the Delinquency Ratio shall exceed 16.5%, (iii) any calendar month, the three month rolling average of the Loss-to-Liquidation Ratio shall exceed 4.0%, (iv) any calendar month, the three month rolling average of the Dilution Ratio shall exceed 28.0%, (v) [reserved], and (vi) any calendar month, the three month rolling average of the Payment Rate shall be less than 38.0%.
(g) a Transfer Restriction Event shall occur; then, in the case A Change of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred Control with respect to Originator, Provider or any Seller Party shall occur.
(h) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $30,000,000, individually or in the aggregate, shall be entered against Provider or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such Series judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(i) The “Termination Date” under and as defined in each of the date Receivables Sale Agreement and the Transfer Agreement shall occur under the Receivables Sale Agreement or the Transfer Agreement or Originator or any Original Seller shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or to Originator under the Transfer Agreement, as applicable.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such noticeeffectiveness, andvalidity, binding nature or enforceability, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the case of any event described in paragraph (c)Receivables, (d), (e) or (g), subject to applicable law, an Amortization Event shall occur the Related Security and the Collections with respect thereto and the Collection Accounts.
(k) Provider shall fail to all outstanding Series without perform or observe any notice term, covenant or other action on agreement required to be performed by it under the part Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(l) Provider shall fail to perform or observe the covenants set forth in Section 7.4 of the Trustee or the Certificateholders immediately upon the occurrence of such eventProvider Credit Agreement.
(m) Seller shall fail to comply with Section 7.1(k)(F) hereof.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Energizer Holdings Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an "Amortization Event":
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Provider (if any), the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Provider (if any), the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or ▇▇▇▇▇▇▇▇▇ RECEIVABLES PURCHASE AGREEMENT the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of the Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days or (iii) any such act Seller Party, the Hedge Provider (if any), the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(f) a Servicer As at the end of any Fiscal Month:
(i) the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 8.25%, or
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 3.30%, or
(iii) Excess Spread is less than 4.0%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume the then current Hedge Provider's obligations under this Agreement and the Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case of any event described in paragraph (a)aggregate, (b) shall be entered against the Servicer on claims not covered by insurance or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates as to which the insurance carrier has denied its responsibility, and such event relates by notice then given to the Sellers judgment shall continue unsatisfied and the Servicer in effect for fifteen (and to the Trustee if given by the Investor Certificateholders15) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as consecutive days without a stay of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventexecution.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Dental Co)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder 737579529 11089703 34 (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers, the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month (provided, that during the Temporary Period, COVID-19 Modified Receivables shall be excluded from each component of the calculation of the Default Ratio and Delinquency Ratio):
(i) commencing on the third Fiscal Month after the Closing Date, the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed (x) at any time during the COVID Period, 10.00% and (y) thereafter, 7.00%, or
(ii) commencing on the third Fiscal Month after the Closing Date, the average of the Default Ratio for such Fiscal Month and each of the two immediately 737579529 11089703 35 12794124v1 preceding Fiscal Months shall exceed (x) at any time during the COVID Period, 5.00% and (y) thereafter, 3.30%, or
(iii) commencing on the end of the first Fiscal Month after the Closing Date, Excess Spread is less than 1.00%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or any party other than Agent thereto shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(n) PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement. 737579529 11089703 36 12794124v1
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) As determined commencing with fiscal quarter ending April 28, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Contract Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If any one of the following events shall occur:occur during the Revolving Period, the Accumulation Period or the Controlled Amortization Period with respect to any Series of Notes (each, an "Amortization Event"):
(a) failure on The occurrence of an Event of Bankruptcy with respect to ARG, any Leasing Company, the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders general partner of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failureLeasing Company, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, any Lessee or to the Sellers and the Trustee by an Investor CertificateholderRepublic;
(b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, ARG shall have been given to become an "investment company" or shall have become under the Sellers by "control" of an "investment company" under the TrusteeInvestment Company Act of 1940, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreementamended;
(c) any Any of the Sellers shall consent Related Documents (other than any Related Document relating 61 61 solely to the appointment another Series of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; Notes) or any of the Sellers material portion thereof shall admit not be in writing full force and effect, enforceable in accordance with its inability to pay terms (other than any Related Document that has been terminated in accordance with its debts generally as they become due, file a petition to take advantage of any applicable insolvency terms) or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”)ARG shall so assert in writing;
(d) the Trust a Leasing Company Amortization Event shall become an “investment company” within the meaning of the Investment have occurred and be continuing with respect to all Leasing Company Act;Notes; and
(e) a failure by the Sellers to convey Receivables Any other event shall occur which may be specified in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)any Series Supplement as an "Amortization Event";
(fi) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph clause (a), (bc) or (fe) above (with respect to clause (e) above, only to the extent such Amortization Event is subject to waiver as set forth in the applicable Series Supplement), either the Trustee Trustee, by written notice to ARG, or the Holders of Investor Certificates evidencing more than 50% Required Noteholders of the aggregate unpaid principal amount of any applicable Series of Investor Certificates Notes, by written notice to which such event relates by notice then given to the Sellers ARG and the Servicer (and to the Trustee if given by the Investor Certificateholders) Trustee, may declare that an amortization event (an “Amortization Event”) Event has occurred with respect to such Series as of the date of such the notice, and, or (ii) in the case of any event described in paragraph clause (ca), (d), (eb) or (g), subject to applicable lawd) above, an Amortization Event shall occur with respect to all Series of Notes then outstanding Series shall immediately occur without any notice or other action on the part of the Trustee or any Noteholders or (iii) in the Certificateholders case of any event described in clause (e) above (only to the extent such Amortization Event is not subject to waiver as set forth in the applicable Series Supplement), an Amortization Event with respect to the related Series of Notes shall immediately occur without any notice or other action on the part of the Trustee or any Noteholders; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken or not taken by it upon the occurrence of an Amortization Event unless a Trust Officer has actual knowledge of such eventAmortization Event; and provided, further the provisions of this sentence shall not insulate the Trustee from liability arising out of its negligence or willful misconduct.
Appears in 1 contract
Sources: Base Indenture (Autonation Inc /Fl)
Amortization Events. If any one of the following events (each, an "Amortization Event") shall occuroccur and be continuing:
(a) failure on the part of the Sellers (i) FPF shall fail to make pay any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madeprincipal of, or (ii) duly to observe or perform any other covenants or agreements of interest on, the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring Note when the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers becomes due and the Trustee by an Investor Certificateholder;payable; or
(b) any representation Any representation, warranty or warranty statement made by FPF in any of the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) Borrowing Documents shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect as of the date made; or
(c) Failure on the part of FPF duly to observe or perform any covenant or agreement of FPF set forth in any of the Borrowing Documents; or
(d) Any petition or application for any relief under the bankruptcy laws of the United States now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed by or against FPF or any guarantor; or
(e) The assignment or attempted assignment by FPF of any of the Borrowing Documents, except as expressly permitted thereunder, or the Granting by FPF of any Lien on any Collateral to other than the Lender or its assignee(s); or
(f) A judgment of any competent court or tribunal in the United States of America for the payment of money in an amount of $100,000 or more shall be rendered against FPF and shall remain unsatisfied and undischarged for a period of 60 30 days without the issuance of a stay of execution with respect thereto; or
(g) Any provision under the Security Agreement after delivery thereof pursuant to Section 2.01 shall for any reasons cease to be valid and binding on FPF or FPF shall so state in writing; or
(h) The Security Agreement or the date Borrowing Documents after delivery thereof pursuant to Section 2.01 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority security interest in any of the Collateral purported to be covered thereby; or
(i) FPF is dissolved or fails to maintain its corporate existence in good standing, or the usual business of FPF ceases or is suspended; or
(j) An event or development (including, without limitation, a change in any relevant law or regulation) shall occur which could reasonably be expected by the Lender to have a material adverse impact on which (i) the value or collectibility of the Collateral or (ii) FPF's ability to perform its obligations under the Borrowing Documents; or
(k) The Loss Amount Trigger shall be exceeded; or
(l) The Fixed Charge Coverage Test shall fail to be met; or
(m) An Event of Servicing Default shall have occurred; or
(n) An Originator Trigger Event shall have occurred; or
(o) A Residual Agreement Default shall have occurred; then, the Lender may, by notice of such failureto FPF, requiring (A) declare its obligation to make Advances to be terminated, whereupon the same shall forthwith terminate, (B) declare the Revolving Period to be remediedterminated pursuant to Section 1.01 hereof whereupon the Note, all such interest and all such amounts shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholderbecome payable in accordance with Section 4.02(e) hereof, and (iiC) as a result of such incorrectness exercise any and all other rights, powers and remedies available to the interests of Lender under the Investor Certificateholders of any Series are materially and adversely affectedBorrowing Documents or at law or in equity; provided, however, that an in the event of any petition, application or filing for relief with respect to FPF under the Bankruptcy Code, (x) the obligation of the Lender to make Advances shall automatically be terminated and (y) the Advances, the Note, all such interest and all such amounts evidenced by the Note shall automatically become and be immediately due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by FPF. Notwithstanding anything herein to the contrary, Originator is irrevocably appointed attorney-in-fact for FPF to perform any and all obligations necessary to cure the Amortization Event as specified in Section 5.01(a)(b)(c)(e)(g)(h)(j)(l)(m)(n) and (o) and the amounts expended by Originator to cure such Amortization Event shall be immediately paid by FPF to Originator upon demand. Originator shall have a reasonable time not be deemed to have occurred under this paragraph if exceed the Sellers have repurchased the related Receivables or all such Receivablescure periods specified therein or, if applicablenot specified, during such period in accordance with the provisions 30 days following receipt of this Agreement;
(c) any of the Sellers shall consent written notice to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (cure any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (21st Century Holding Co)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Seller shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, Transaction Document to which it is a party and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;three (3) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers Seller in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affecteddeemed made; provided, however, that any breach of the representations and warranties set forth in Sections 2.1(i), (s) or (t) shall not constitute an Amortization Event shall not be deemed unless such breach or breaches apply in the aggregate to have occurred under this paragraph if a material portion of the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;.
(c) Failure of Seller to pay when due any Indebtedness having an outstanding principal balance in excess of $50,000,000; or the Sellers shall consent to default by Seller in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Seller or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment (ii) any proceeding shall be instituted by or against Seller or any of its obligations (Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; provided that in the event any such act proceedings shall have been instituted against Seller or occurrence being any Significant Subsidiary, such proceedings shall have continued undismissed or unstayed and in effect for a period of sixty (60) consecutive days or an “Insolvency Event”);
order for relief shall have been entered in such proceedings; or (iii) Seller or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in the foregoing clause (i) or (ii) of this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);A Change of Control shall occur.
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; thenOne or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the case aggregate, shall be entered against Seller, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventexecution.
Appears in 1 contract
Sources: Receivables Sale Agreement (Anixter International Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers (i) Any Seller Party shall fail to make any payment or deposit of Capital required by to be paid under this Agreement; or (ii) any Seller Party shall fail to make any payment or deposit of any other amount required to be paid to any of the terms of Agents, Purchasers or Indemnified Parties under this Agreement or any Supplement on or before the date occurring other Transaction Document to which it is a party and such failure under this clause (ii) continues for five (5) consecutive Business Days after the date such payment when the same was required to be made.
(b) Any Seller Party shall fail to perform or deposit observe any covenant contained in any provision of Section 5.2, Section 6.2(c) or Section 6.6 when the same is required to be madeperformed.
(c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 7.1) or any other Transaction Document to which it is a party and such failure shall continue for thirty (30) days following the earlier to occur of (i) notice from any of the Agents or Purchasers of such non-performance or non-observance, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice an Authorized Officer of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, Seller Party otherwise becomes aware of such non-performance or to the Sellers and the Trustee by an Investor Certificateholder;non-observance.
(bd) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement or any information to identify the Accounts other document required to be delivered by the Sellers pursuant to Section 2.01 hereto or 2.09 (i) thereto shall prove to have been incorrect when made or deemed made in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.
(e) On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, the Aggregate Capital shall exceed the Facility Limit or an Investment Excess shall be continuing.
(i) Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when made the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or when deliveredotherwise), which continues and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be incorrect in any material respect for a period of 60 days after the date on which notice of such failuredue and payable, requiring the same or required to be remediedprepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall have been given be required to be made, in each case prior to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and stated maturity thereof; or
(ii) as a result Performance Guarantor, Servicer or any Originator shall fail to pay any principal of or premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such incorrectness failure shall continue after the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivablesapplicable grace period, if applicableany, during such period specified in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver agreement or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or instrument relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such SellerMaterial Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the Sellers acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof.
(i) Any Seller Party or any Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurcreditors; or
(gii) Any proceeding shall be instituted by or against Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a Transfer Restriction Event receiver, trustee or other similar official for it or any substantial part of its property, or
(iii) (A) Any proceeding shall occur; thenbe instituted by Performance Guarantor, Servicer or any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (B) any proceeding shall be instituted against Performance Guarantor, Servicer or any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, unless such proceeding is consented to or acquiesced in by Performance Guarantor, Servicer or any Originator, such proceeding of the case of any event type described in paragraph this clause (aB) remains undismissed, unvacated or unstayed for a period of sixty (60) days, or
(iv) Any Seller Party or any Originator shall take any corporate or limited liability company action to authorize any of the actions set forth in clauses (i), (bii) or (fiii) above in this subsection (g).
(h) As at the end of any calendar month:
(i) the average of the Delinquency Ratios for the three months then most recently ended shall exceed 15.0%;
(ii) the average of the Default Ratios for the three months then most recently ended shall exceed 3.0%; or
(iii) the average of the Dilution Ratios for the three months then most recently ended shall exceed 12.0%.
(i) A Change of Control shall occur.
(j) (i) One or more final judgments for the payment of money in an amount in excess of $15,324, individually or in the aggregate, shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $7,500,000 in any Fiscal Year shall be entered against Performance Guarantor, Servicer or any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(k) Either (i) the “Termination Date” under and as defined in the Sale Agreement shall occur or (ii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Sale Agreement, provided, however, that upon 30 days’ prior written notice, an Originator may cease to sell or contribute Receivables to Seller (and otherwise cease to be a party) under the Sale Agreement without causing an Amortization Event under this Agreement if such Originator has consolidated or merged with or into (or otherwise sold all or substantially all of its assets to) another Originator.
(l) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder.
(m) This Agreement shall terminate in whole or in part (except in accordance with its terms), either or shall cease to be effective or to be the Trustee legally valid, binding and enforceable obligation of Seller, or any other Seller Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Holders of Investor Certificates evidencing more than 50% Administrative Agent for the benefit of the aggregate unpaid principal amount Purchasers shall cease to have a valid and perfected first priority Security Interest in the Receivables, the Related Security, the Collections with respect thereto, the Lock-Box Accounts or any of the Collection Accounts that is subject to an Account Control Agreement.
(n) The Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Tax Code with regard to any Series of Investor Certificates the Receivables or Related Security and such Lien shall not have been released within thirty (30) days.
(o) The PBGC shall file notice of a Lien pursuant to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred Section 4068 of ERISA with respect to such Series as any of the date of Receivables or Related Security and such notice, and, in Lien shall not have been released within thirty (30) days; or the case occurrence of any event described in paragraph of the following events: (c)i) the Performance Guarantor or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Section 412 of the Code, the Performance Guarantor or any ERISA Affiliate is required to pay as contributions thereto, (d)ii) an accumulated funding deficiency in excess of $5,000,000 occurs or exists, (e) whether or (g)not waived, subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice Pension Plan, (iii) an ERISA Termination Event or other action (iv) the Performance Guarantor or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding $5,000,000 in the aggregate or $2,000,000 per annum.
(p) As of any fiscal quarter end, the Average Total Leverage Ratio (as defined in the Senior Credit Agreement as in effect on the part date hereof or hereafter amended with the consent of the Trustee Co-Agents) is greater than or equal to 3.25 to 1.00.
(q) As of any fiscal quarter end the Certificateholders ratio of (a) EBITDAR (as defined in the Senior Credit Agreement as in effect on the date hereof or hereafter amended with the consent of the Co-Agents) for the period of four (4) consecutive fiscal quarters ending on or immediately upon prior to such date to (b) the occurrence sum of (i) Interest Expense (as defined in the Senior Credit Agreement) paid or payable in cash for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such eventdate plus (ii) Rental Expense (as defined in the Senior Credit Agreement) for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date is less than 2.25 to 1.00.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of Seller or the Sellers (i) Servicer shall fail to make remit or fail to cause to be remitted to the Administrator, any payment or deposit required by the terms of this Agreement Purchaser Agent or any Supplement Purchaser on any day any Collections, including any amounts to be remitted to reduce the Invested Amount or before any portion thereof, or interest or fees set forth in any Fee Letter and required to be remitted to the date occurring five Administrator, any Purchaser Agent or any Purchaser on such day, and with respect to failure to remit interest or any such fees, such failure shall continue for two Business Days after the date on which such payment interest or deposit is required fees becomes due; or
(b) the Seller or the Servicer shall fail to deposit, or pay or fail to cause to be made, deposited or (ii) duly to observe or perform paid when due any other covenants amount due hereunder or agreements of shall fail to deliver any Settlement Report and such failure shall continue for two (2) Business Days after the Sellers set forth in date when such amount or Settlement Report became due; or
(c) any representation, warranty, certification or statement made by the Seller, the Servicer or any Originator under this Agreement or any Supplementother Transaction Document or in any agreement, which failure has a material adverse effect on certificate, report, appendix, schedule or document furnished by the Investor Certificateholders of Seller, the Servicer or any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given Originator to the Sellers by the TrusteeAdministrator, any Purchaser Agent or any Purchaser pursuant to the Sellers and the Trustee by an Investor Certificateholder;
(b) any representation or warranty made by the Sellers in connection with this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) other Transaction Document shall prove to have been incorrect false or misleading in any respect material respect when to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby as of the time made or when delivereddeemed made (including by omission of material information necessary to make such representation, warranty, certification or statement not misleading) and which continues to be incorrect false or misleading in any material respect for a period of 60 days ten (10) Business Days after either (i) any Responsible Officer of the Seller or the Servicer becomes aware thereof or (ii) notice thereof to such Person by the Administrator, any Purchaser Agent or any Purchaser; or
(d) a Change of Control shall occur with respect to the Performance Guarantor; or
(e) except as otherwise provided in this Section 9.1, the Seller, the Servicer or any Originator shall default or fail in the performance or observance of any other covenant, agreement or duty applicable to it contained herein and such default or failure shall continue for ten (10) Business Days after either (i) any Responsible Officer of the Seller or the Servicer becomes aware thereof or (ii) notice thereof to such Person by the Administrator, any Purchaser Agent or any Purchaser; or
(f) the Seller shall fail to pay any Indebtedness when due and such failure shall continue beyond the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or AmerisourceBergen or any of its Consolidated Subsidiaries (other than the Seller, if applicable) shall fail to pay any Indebtedness in excess of $150,000,000 of AmerisourceBergen or any of its Consolidated Subsidiaries, as the case may be, or any interest or premium on such Indebtedness, in either case, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the date on which notice applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such failure, requiring the same default or event is to be remedied, shall have been given to the Sellers by the Trusteeaccelerate, or to permit the Sellers acceleration of, the maturity of such Indebtedness; or a final court decision of $150,000,000 or more shall be rendered against AmerisourceBergen or any of its Consolidated Subsidiaries and the Trustee by an Investor Certificateholder, (i) such amount remains unpaid and (ii) as a result of AmerisourceBergen or the relevant Consolidated Subsidiary does not, in good faith, contest such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” decision within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurrelevant statutory period; or
(g) the average of the Default Ratios, computed for each of the immediately preceding three months, shall exceed 0.501.00%; or the average of the Dilution Ratios, computed for each of the immediately preceding three months, shall exceed 5.75%; or the average of the Delinquency Ratios, computed for each of the immediately preceding three months, shall exceed 3.253.50%; or the Days Sales Outstanding for any month shall exceed 40 days; or
(i) a Transfer Restriction Event Collection Bank shall occur; then, default or fail in the case performance or observance of any event described agreement or duty applicable to it in paragraph respect of any Collection Account, and (aA) the Servicer has not notified the Administrator (which shall promptly forward a copy to each Purchaser Agent), within two (b2) Business Days after becoming aware of such continuing default or failure, of the action it intends to take to cure such default or failure or (B) if so requested by the Administrator, any Purchaser Agent or any Purchaser, the Seller has not established, within fifteen (15) Business Days of such default or failure, another Collection Account with a Collection Bank agreed upon by the Seller and the Administrator, or (ii) the Seller or the Servicer shall default or fail in the performance or observance of any covenant, agreement or duty set forth in Sections 8.2 or 8.3 hereof which is within the control of the Seller or the Servicer, as the case may be, and such default or failure shall continue for two (2) Business Days after notice thereof; or
(i) there shall be pending any litigation, investigation or proceeding, which the Seller or the Servicer is required to disclose pursuant to Section 7.1(i) or (fSection 7.3(m), either respectively, hereof, which in the Trustee reasonable opinion of the Administrator, any Purchaser Agent or any Purchaser is likely to materially adversely affect the financial position or results of operations of the Seller or the Holders of Investor Certificates evidencing more than 50% Servicer or impair the ability of the aggregate unpaid principal amount Seller or the Servicer to perform its respective obligations under this Agreement; or
(j) there shall have occurred any event which could have a material adverse effect on (i) the ability of any Series Seller Party, any Originator or the Performance Guarantor to perform its obligations under any Transaction Document, (ii) the legality, validity or enforceability of Investor Certificates to which such event relates by notice then given to any Transaction Document, (iii) the Sellers and Administrator’s security interest in the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as Receivables generally or in any significant portion of the date Receivables or the proceeds thereof, or (iv) the collectibility of such notice, and, in the case Receivables generally or of any event described in paragraph material portion of the Receivables; or
(c), (d), (ek) or (g), subject to applicable law, an Amortization Event of Bankruptcy shall occur with respect to all outstanding Series without the Seller, the Servicer, any notice Originator or other action on the part Performance Guarantor; or
(l) the Aggregate Invested Amount shall exceed the Purchase Limit; or
(m) the Net Pool Balance shall at any time be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the Required Reserve; or
(n) ABDC is replaced as Servicer pursuant to Section 8.1(a) or otherwise resigns as Servicer; or
(o) AmerisourceBergen shall default or fail in the performance or observance of the Trustee covenant set forth in Section 6.05 of the Credit Agreement; or
(p) a final court decision for $11,625 or more shall be rendered against the Seller; or
(q) ABDC shall cease to own 100% of the capital stock of the Seller or the Certificateholders immediately upon Performance Guarantor shall cease to own (directly or indirectly) 100% of the occurrence capital stock of each Originator; or
(r) ABDC shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person unless ABDC is the survivor of such event.transaction; or
(s) (i) definition of “Loan Parties,” “Securitization,” or “Securitization Entity” contained in the Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents; (ii) Section 6.01(a), 6.02(e) or 6.05 of the Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents; or (iii) any other provision of (including by the addition of a provision) the Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents in any way which could materially and adversely impair the interests of the Administrator, any Purchaser Agent or any Purchaser in the Receivables, Related Security or Collections or could result in the creation of a Lien thereof; or
(t) the Performance Guarantor shall default or fail in the performance of any covenant or agreement set forth in the Performance Undertaking; or
Appears in 1 contract
Sources: Receivables Purchase Agreement (Amerisourcebergen Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part occurrence, continuance and, to the extent required, declaration of a Termination Event;
(b) a Servicer Default shall have occurred or, to the Sellers extent required, been declared;
(c) ▇▇▇▇▇, the Transferor or the Servicer, as applicable, shall fail to:
(i) (A) deliver a Monthly Report required to make any payment or deposit required by be delivered to the terms of this Agreement or any Supplement on or before the date occurring Administrative Agent within five (5) Business Days after the due date such payment thereof, or deposit is (B) deliver any report (other than a Monthly Report) required to be made, or delivered to the Administrative Agent within fifteen (15) days after the due date thereof,
(ii) duly to observe or perform any other the covenants or agreements of the Sellers set forth in this Agreement or any Supplementwith respect to Liens relating to the Transferred Receivables, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days three (3) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Sellers by Transferor or the TrusteeServicer, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor Certificateholder;Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable, or
(biii) duly observe or perform in any representation material respect any other covenant or warranty made by agreement of ▇▇▇▇▇, the Sellers Transferor or the Servicer, as the case may be, set forth in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when deliveredSale Agreement, which failure (A) results in an Adverse Effect on the Funding Agents or the Owners and (B) continues to be incorrect in any material respect unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Sellers Transferor or the Servicer, as applicable, or after discovery of such failure by an Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable; provided, however, no Amortization Event shall be deemed to occur if the relevant Transferred Receivables are repurchased in accordance with this Agreement;
(d) any representation or warranty made by the TrusteeTransferor or ▇▇▇▇▇ in this Agreement or the Sale Agreement, proves to have been incorrect in any material respect when made and such inaccuracy results in an Adverse Effect on the Funding Agents or the Owners and such Adverse Effect continues for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇ or the Transferor, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests Authorized Officer of the Investor Certificateholders of any Series are materially and adversely affectedTransferor or ▇▇▇▇▇, as applicable; provided, however, that an no Amortization Event shall not be deemed to have occurred under this paragraph occur if the Sellers have relevant Transferred Receivables relating to such representation or warranty are repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) an Asset Base Deficiency exists and such condition has existed unremedied for a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within period of five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)(5) consecutive days;
(f) the three-month average Default Ratio relating to the Transferred Receivables shall exceed 6.0%;
(g) the three-month average Delinquency Ratio relating to the Transferred Receivables shall exceed 3.50%;
(h) the Transferor shall fail to comply with the Hedging Requirements and such failure shall continue unremedied for more than ten (10) days after written notice thereof being given in accordance with Section 9.3 to an Authorized Officer of the Transferor or the Servicer by the Administrative Agent or any Funding Agents;
(i) a Change of Control shall have occurred;
(j) litigation, arbitration or governmental proceedings shall have been instituted involving ▇▇▇▇▇, the Transferor or the Transferred Receivables that could reasonably be expected to materially and adversely affect ▇▇▇▇▇, the Transferor or the collectability of the Transferred Receivables;
(k) any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $250,000 (in either case to the extent not adequately covered by insurance as to which a solvent insurance company has not denied coverage) shall be entered or filed against the Transferor or any of its assets and shall remain undischarged, unpaid, unvacated, unappealed, unbonded or unstayed for a period of thirty (30) days (or in any event later than five days prior to the date of any proposed sale thereunder);
(l) ▇▇▇▇▇, the Transferor, TMUS or TMUSA shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $100,000,000 in the aggregate, in each case when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure to pay shall continue for two (2) days after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;
(m) there shall have occurred an event or situation with respect to the Transferor, the Guarantor, or ▇▇▇▇▇ that shall have a material adverse effect on the legality, validity or enforceability of any of this Agreement, the Sale Agreement or the Performance Guaranty, or any such party’s ability to perform its respective obligations thereunder, other than such material adverse effects which are the direct result of actions or omissions of the Administrative Agent, any Funding Agent or any Owner;
(n) the Transferor is a “covered fund” for purposes of regulations adopted under the ▇▇▇▇▇▇▇ Rule;
(i) the Guarantor shall purport to revoke or terminate the Performance Guaranty, or the Performance Guaranty shall no longer be in effect, or the Guarantor shall fail to make any payments required thereunder in a timely manner; or (ii) the Guarantor shall fail to perform, in a timely manner, any of its obligations under the Performance Guaranty or this Agreement, or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made by the Guarantor under the Performance Guaranty;
(p) the Consolidated Equity Ratio shall at any time be less than the greater of (i) 17.50% and (ii) such higher amount as any of TMUS, TMUSA, the Servicer Default or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any Comparable Transaction in any similar provision, for so long as any such Comparable Transaction is outstanding;
(q) the Consolidated Leverage Ratio shall occurat any time be greater than the lesser of (i) 500% and (ii) such lower amount as any of TMUS, TMUSA, the Servicer or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any Comparable Transaction in any similar provision, for so long as such Comparable Transaction is outstanding;
(r) the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA, or a contribution failure occurs sufficient to give rise to a lien under Section 303(k) of ERISA or Section 430(k) of the Code, with regard to any of the assets of ▇▇▇▇▇ or the Transferor, and, in each case, such lien shall not have been released within thirty (30) days; or
(gs) a Transfer Restriction Event prior to the completion of the event specified in Section 3.7(ii), the three-month rolling average Unpaid Conversion Ratio shall occur; exceed 1.0%, then, in the case of any event described in paragraph subsections (ab), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e), (h), (j), (l), (m), (o)(ii) or (s), after the applicable grace period, if any, set forth in such subparagraphs, the Required Owners or the Administrative Agent, acting at the direction of the Required Owners, by notice then given in writing to the Transferor and the Servicer may declare that an amortization event (each, an “Amortization Event”) has occurred as of the date of such notice, and in the case of any event described in subsections (a), (f), (g), subject to applicable law(i), (k), (n), (o)(i), (p), (q) or (r), an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee Administrative Agent or the Certificateholders Required Owners immediately upon the occurrence of such event. In addition, following the occurrence and during the continuance of an Amortization Event, each Owner shall fund its Net Investment at the Amortization Rate as provided herein.
Appears in 1 contract
Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers (i) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit in respect of principal of the Loans required to be made by it under the terms Transaction Documents when due, (ii) any Loan Party or Performance Guarantor shall fail to make any payment or deposit of this Agreement interest on the Loans, Program Fees or any Supplement on or before Unused Fees (each, as defined in the date occurring five Fee Letter) required to be made by it under the Transaction Documents which is not remedied within two (2) Business Days after the date earlier to occur of a Responsible Officer's becoming aware of such failure or Borrower's and Servicer's receipt of written notice of such failure from the Agent, or (iii) any Loan Party or Performance Guarantor shall fail to make any other payment or deposit is required to be made, or made by it under the Transaction Documents which is not remedied within five (ii5) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days Business Days after the date on which earlier to occur of a Responsible Officer's becoming aware of such failure or Borrower's and Servicer's receipt of written notice of such failure, requiring failure from the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;Agent.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers in this Agreement Performance Guarantor or any Supplement Loan Party in any Transaction Document to which it is a party or in any information to identify the Accounts required to be other document delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect when made or deemed made in any material respect; PROVIDED THAT, the materiality threshold in the foregoing clause shall not be applicable with respect to any representation or warranty which itself is subject to a materiality threshold.
(c) Any Loan Party shall fail to perform or observe any covenant contained in Sections 7.1(b)(i), 7.1(c)(ii), 7.2 or 8.5 when made or when due; PROVIDED THAT, the failure to deliver the Monthly Report pursuant to Section 8.5 shall not be deemed an Amortization Event to the extent (i) the Servicer delivers such Monthly Report within thirty (30) days from the date originally due; and (ii) during the time period from the date the Monthly Report is originally due to the date the Monthly Report is actually delivered, the Aggregate Principal is zero dollars ($0) and Borrower does not make any requests for Advances and (iii) Borrower pays all other outstanding amounts due hereunder.
(d) Any Loan Party or Performance Guarantor shall fail to perform or observe (i) any other covenant or agreement contained in Sections 7.1(a), 7.1(b) (other than 7.1(b)(i)) and 7.1
(i) and such failure shall continue unremedied for fifteen (15) days after the earlier of a Responsible Officer becoming aware of such default or written notice thereof has been given to the Borrower and the Servicer by the Buyer or (ii) any other covenant or agreement not mentioned in this Section 9.1 under any Transaction Documents and such failure shall continue unremedied for thirty (30) days after the earlier of a Responsible Officer becoming aware of such default or written notice thereof has been given to the Borrower and the Servicer by the Buyer.
(e) Failure of Borrower to pay any Indebtedness (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which continues any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Borrower shall be declared to be incorrect due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
(f) Failure of Performance Guarantor or any of its Subsidiaries other than Borrower to pay Indebtedness in excess of $20,000,000 in aggregate principal amount (hereinafter, "MATERIAL INDEBTEDNESS") when due; or the default by Performance Guarantor or any of its Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any material agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of Performance Guarantor or any of its Subsidiaries other than Borrower 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 (PROVIDED that for so long as Wachovia or an Affiliate thereof is a Liquidity Bank hereunder and Wachovia or an Affiliate thereof is a lender under the Parent Credit Agreement, then, in any such event, any amendments, waivers or other modifications granted by the requisite lenders thereunder shall be binding upon the parties hereunder for the purpose of determining whether an Amortization Event with respect to this clause has occurred; PROVIDED FURTHER that if at any time the Parent Credit Agreement is terminated or is no longer in full force and effect, the parties hereto agree to enter into good faith negotiations to amend this clause for a period of 60 sixty (60) days after following the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicabletermination, during such which period in accordance with the provisions of this Agreement;
clause shall remain in effect as if the Credit Agreement were still in full force and effect (c) any of provided that if no agreement is reached between the Sellers parties on such sixtieth day, such event shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally constitute as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Amortization Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or.
(g) a Transfer Restriction An Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Bankruptcy shall occur with respect to all outstanding Series Performance Guarantor, any Loan Party or any of its/their respective Material Subsidiaries.
(h) As at the end of any Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall exceed 7.25%,
(ii) the three-month rolling average Default Ratio shall exceed 5.25%, or
(iii) the three-month rolling average Dilution Ratio shall exceed 5.50%.
(i) A Change of Control shall occur.
(i) One or more final judgments for the payment of money in an aggregate amount of $12,000 or more shall be entered against Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(k) The "TERMINATION DATE" under and as defined in any of the Receivables Sale Agreements shall occur under such Receivables Sale Agreement or any Originator or ECM shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to ECM or Borrower (as the case may be) under any of the Receivables Sale Agreements.
(l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Lenders shall cease to have a valid and perfected first priority security interest in the Collateral.
(m) On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Obligations in accordance with this Agreement, the Aggregate Principal shall exceed the Borrowing Limit.
(n) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of its obligations thereunder.
(o) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within thirty (30) days or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral, and in either case such lien shall not have been released within thirty (30) days thereafter.
(p) Any Plan of Performance Guarantor or any of its ERISA Affiliates:
(i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or
(ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or
(iii) shall require Performance Guarantor or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or
(iv) results in a liability to Performance Guarantor or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA, and there shall result from any such failure, waiver, termination or other action event a liability of any Loan Party to the PBGC or a Plan that could reasonably be expected to have a Material Adverse Effect.
(q) Any event shall occur which materially and adversely impairs (i) the ability of the Originators to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to Borrower on the part date of this Agreement, (ii) the Agent's security interest in the Receivables generally, or in any significant portion of the Trustee Receivables or the Certificateholders immediately upon Collections, (iii) the occurrence collectibility of such eventthe Receivables generally or of a substantial portion of the Receivables or (iv) the ability of the Servicer to service the Receivables in a manner consistent with, and subject to, the same historical standards that are satisfactory to the Agent pursuant to the due diligence conducted prior to the date hereof.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made. 742081002 11089703 34
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers, the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month (provided, that during the Temporary Period, COVID-19 Modified Receivables shall be excluded from each component of the calculation of the Default Ratio and Delinquency Ratio):
(i) commencing on the third Fiscal Month after the Closing Date, the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed (x) at any time during the COVID Period, 10.00% and (y) thereafter, 7.00%, or
(ii) commencing on the third Fiscal Month after the Closing Date, the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed (x) at any time during the COVID Period, 5.00% and (y) thereafter, 3.30%, or
(iii) commencing on the end of the first Fiscal Month after the Closing Date, Excess Spread is less than 1.00%.
(g) a Transfer Restriction Event A Change of Control shall occur; then. 742081002 11089703 35
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(l) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or any party other than Agent thereto shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(n) PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) As determined commencing with fiscal quarter ending April 28, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% of the aggregate unpaid principal applicable amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, set forth in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.742081002 11089703 36
Appears in 1 contract
Sources: Contract Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers, the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;). 34
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month (provided, that during the Temporary Period, COVID-19 Modified Receivables shall be excluded from each component of the calculation of the Default Ratio and Delinquency Ratio):
(i) commencing on the third Fiscal Month after the Closing Date, the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 7.00%, or
(ii) commencing on the third Fiscal Month after the Closing Date, the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 3.30%, or
(iii) commencing on the end of the first Fiscal Month after the Closing Date, Excess Spread is less than 0.75%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. 35 12660228v2
(l) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or any party other than Agent thereto shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(n) PDCo’s Leverage Ratio shall exceed the applicable amount set forth in Section 6.20 of the Credit Agreement as of any event described in paragraph (a), (bapplicable period(s) or date(s) set forth in Section 6.20 of the Credit Agreement.
(f)o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more Performance Provider, or Performance Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(p) As determined commencing with fiscal quarter ending April 28, 2018, PDCo’s Interest Expense Coverage Ratio shall be less than 50% the applicable amount set forth in Section 6.21 of the aggregate unpaid principal amount Credit Agreement as of any Series applicable period(s) or date(s) set forth in Section 6.21 of Investor Certificates to which such event relates by the Credit Agreement.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice then thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the Sellers written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the definition herein of “Independent Governor.”
(r) Seller shall fail to pay in full all of its Obligations to Agent and the Servicer (Purchasers hereunder and under each other Transaction Document on or prior to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Contract Purchase Agreement (Patterson Companies, Inc.)
Amortization Events. If any one of the following events shall occur:occur during the Revolving Period, the Accumulation Period or the Controlled Amortization Period with respect to any Series of Notes (each, an "AMORTIZATION EVENT"):
(a) failure on The occurrence of an Event of Bankruptcy with respect to ARG II, any Leasing Company or the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders general partner of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor CertificateholderLeasing Company;
(b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, ARG II shall have been given to become an "investment company" or shall have become under the Sellers by "control" of an "investment company" under the TrusteeInvestment Company Act of 1940, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreementamended;
(c) any Any of the Sellers shall consent Related Documents (other than any Related Document relating solely to the appointment another Series of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction Notes not sharing in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the windingsame Group-up or liquidation of its affairs, shall have been entered against such Seller; Specific Collateral) or any of the Sellers material portion thereof shall admit not be in writing full force and effect, enforceable in accordance with its inability to pay terms (other than any Related Document that has been terminated in accordance with its debts generally as they become due, file a petition to take advantage of any applicable insolvency terms) or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”)ARG II shall so assert in writing;
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;[Reserved]; and
(e) a failure by the Sellers to convey Receivables Any other event shall occur which may be specified in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)any Series Supplement as an Amortization Event";
(fi) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph CLAUSE (a), (bC) or (fE) above (with respect to CLAUSE (E) above, only to the extent such Amortization Event is subject to waiver as set forth in the applicable Series Supplement), either the Trustee Trustee, by written notice to ARG II, or the Holders of Investor Certificates evidencing more than 50% Required Noteholders of the aggregate unpaid principal amount of any applicable Series of Investor Certificates Notes, by written notice to which such event relates by notice then given to the Sellers ARG II and the Servicer (and to the Trustee if given by the Investor Certificateholders) Trustee, may declare that an amortization event (an “Amortization Event”) Event has occurred with respect to such Series as of the date of such the notice, and, or (ii) in the case of any event described in paragraph CLAUSE (c), (d), (eA) or (g), subject to applicable lawB) above, an Amortization Event shall occur with respect to all Series of Notes then outstanding Series shall immediately occur without any notice or other action on the part of the Trustee or any Noteholders or (iii) in the Certificateholders case of any event described in CLAUSE (E) above (only to the extent such Amortization Event is not subject to waiver as set forth in the applicable Series Supplement), an Amortization Event with respect to the related Series of Notes shall immediately occur without any notice or other action on the part of the Trustee or any Noteholders; PROVIDED, HOWEVER, that the Trustee shall have no liability in connection with any action or inaction taken or not taken by it upon the occurrence of an Amortization Event unless a Trust Officer has actual knowledge of such eventAmortization Event; and PROVIDED, FURTHER the provisions of this sentence shall not insulate the Trustee from liability arising out of its negligence or willful misconduct.
Appears in 1 contract
Sources: Base Indenture (Anc Rental Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, hereunder when due or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a) and paragraph 9.1(e)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;three (3) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness (other than Indebtedness hereunder), which individually or together with other such Indebtedness as to which any failure exists (other than Indebtedness hereunder) has an aggregate outstanding principal amount equal to or greater than $10,000,000, when due; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party or any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment (ii) any proceeding shall be instituted by or against any Seller Party or any of its obligations Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any such act Seller Party or occurrence being an “Insolvency Event”);
any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(f) a Servicer Default As at the end of any calendar month, the three-month rolling average of the Delinquency Ratio shall occur; orexceed 15.0%, or the three-month rolling average of the Loss‑to‑Liquidation Ratio shall exceed 0.25 0.40 %, or the three-month rolling average of the Receivables Dilution Ratio shall exceed 4.25%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $7,500,000, individually or in the case aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for ten (10) consecutive days without a stay of execution.
(i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any event described reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement.
(i) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or (ii) any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or (iii) the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts; provided that with respect to clause (ii) of this paragraph (aj), the applicable contest or contests shall involve an aggregate amount in dispute in excess of $100,000.
(bi) The Consolidated Leverage Ratio, as of the last day of each fiscal quarter of Originator, shall be greater than 4.0 to 1.0 or (f)ii) the Consolidated Interest Coverage Ratio, either the Trustee or the Holders of Investor Certificates evidencing more than 50% as of the aggregate unpaid principal amount last day of any Series each fiscal quarter of Investor Certificates Originator, shall be less than 2.5 to which such event relates by 1.0.
(l) Any Person shall be appointed as an Independent Director of the Seller without prior notice then thereof having been given to the Sellers and Agent in accordance with Section 7.1(b)(vii) or without the Servicer (and written acknowledgement by the Agent that such Person conforms, to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as satisfaction of the date of such noticeAgent, and, with the criteria set forth in the case definition herein of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event"Independent Director."
Appears in 1 contract
Sources: Receivables Purchase Agreement (Graybar Electric Co Inc)
Amortization Events. If 1. The occurrence of any one or more of the following events shall occurbe an “Amortization Event” in relation to the Series 2024-1 Ownership Interest:
(ai) except on any Business Day during the Revolving Period where the circumstances described in clauses (i) and (ii) in paragraph (n) below are applicable, failure on the part of the Seller to make any remittance, transfer or deposit required in respect of the Series 2024-1 Ownership Interest and such failure continues for a period of five Business Days after the delivery by the Custodian or the Issuer Trustee of written notice thereof to the Seller, or (ii) failure on the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly Seller to observe or perform any other covenants covenant or agreements of agreement contained in the Sellers set forth in this Pooling and Servicing Agreement or any Supplementthis Series 2024-1 Purchase Agreement, which if such failure has a material adverse effect on the Investor Certificateholders ability of any the Series 2024-1 Co-Owner to satisfy its obligations under its Funding Commitments and which continues unremedied for a period of 60 days after delivery by the date on which Custodian or the Issuer Trustee of written notice of such failure, requiring the same to be remedied, shall have been given thereof to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor CertificateholderSeller;
(b) any representation or warranty made by the Sellers Seller in this the Pooling and Servicing Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers (other than pursuant to Section 2.01 2.4(1)(h) thereof or 2.09 (iin respect of which Section 2.5 thereof has been fully complied with) shall prove or this Series 2024-1 Purchase Agreement, is found to have been incorrect in when made, or any information required to be given by the Seller is found to have been incorrect when given, and such incorrect representation, warranty or information has a material respect when made or when delivered, which adverse effect on the ability of the Series 2024-1 Co-Owner to satisfy its obligations under its Funding Commitments and continues to be incorrect in any material respect or unremedied for a period of 60 days after delivery by the date on which Custodian or the Issuer Trustee of written notice thereof to the Seller;
c) except where the terms of such failure, requiring Section 9.4 of the same to be remedied, shall Pooling and Servicing Agreement have been given complied with in respect of the Seller, there is commenced against the Seller any proceeding or the taking of any step by or against the Seller for the dissolution, liquidation or winding-up of the Seller or for any relief from the laws of any jurisdiction relating to the Sellers by the Trusteeinsolvency, reorganization, arrangement, compromise or winding-up, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of one or more of a conservatortrustee, receiver, receiver and manager, custodian, liquidator or liquidator other Person with similar powers with respect to the Seller, unless such proceeding or step is being contested in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for good faith by the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Termination Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.occurred;
Appears in 1 contract
Sources: Purchase Agreement
Amortization Events. If any one of the following events shall occuroccur with respect to any Series of Investor Certificates:
(a) failure on the part of the Sellers any Seller (i) to make any payment or deposit required by the terms of this Agreement or any a related Series Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, made herein or (ii) duly to observe or perform in any material respect any other material covenants or agreements of the Sellers such Seller set forth in this Agreement or any a Series Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers such Seller by the Trustee, or to the Sellers such Seller and the Trustee by an the Investor CertificateholderCertificateholders evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby;
(b) any representation or warranty made by the Sellers any Seller in this Agreement or any a Series Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) contained in Schedule 1 hereto shall prove to have been incorrect in any material respect when made or when delivered, which representation, warranty or Schedule 1 continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Sellers applicable Seller by the Trustee, or to the Sellers such Seller and the Trustee by an the Holders of Investor Certificateholder, and (ii) as a result of such incorrectness the interests Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Investor Certificateholders Class Invested Amount of any Class of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreementaffected thereby;
(c) any Additional Seller that is subject to the bankruptcy laws of the Sellers United States of America shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; any such Additional Seller shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable federal law, or shall consent to the filing of any such petition, answer, or consent; or any such Additional Seller shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;
(d) Discover Bank, or any Additional Seller that is not subject to the bankruptcy laws of the United States of America, shall consent to the appointment of a conservator, conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Discover Bank or any such Additional Seller; or Discover Bank or any of the Sellers such Additional Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Actobligations;
(e) a failure by the Sellers to convey Receivables in any order for relief against any Additional Accounts or Participation Interests Seller that is subject to the Trust within five Business Days after bankruptcy laws of the day on which they are required to convey United States of America shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such Receivables order shall have continued undischarged or Participation Interests pursuant to Section 2.09(a)unstayed for a period of 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of any such Additional Seller under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of any such Additional Seller, or of any substantial part of the property of any such Additional Seller, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days;
(f) a Servicer Default Discover Bank as Seller shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of become unable for any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates reason to which such event relates by notice then given transfer Receivables to the Sellers Trust in accordance with the provisions of this Agreement and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event inability shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.continue for five Business Days;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers (i) Any Seller Party shall fail to make any payment or deposit required to be made by it under the terms of this Agreement or Transaction Documents when due and, for any Supplement on or before the date occurring five Business Days after the date such payment or deposit which is required to be madenot in respect of principal, or such failure continues for five (ii5) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;consecutive days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement any Transaction Document to which it is a party or in any Supplement or any information to identify the Accounts required to be other document delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Any Seller Party shall fail to perform or observe any of the Sellers shall consent to the appointment of a conservator, receiver covenant contained in Section 7.2 or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become 8.5 when due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);.
(d) Any Seller Party shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for thirty (30) consecutive days after (i) the Trust date such failure shall first become an “investment company” within known to any Authorized Officer of any Seller Party or (ii) written notice thereof has been given to any Seller Party by the meaning of the Investment Company Act;Agent.
(e) Failure of Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the default by Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests regularly scheduled payment) prior to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);date of maturity thereof.
(f) Servicer or any of its Subsidiaries other than Seller shall fail to pay any principal of, interest on or premium with respect to any Indebtedness of Servicer or such Subsidiary outstanding under one or more instruments or agreements when due (whether at scheduled maturity or by required prepayment, acceleration, demand or otherwise) and (A) such Indebtedness shall be in an aggregate principal amount not less than $10,000,000 and such failure shall continue beyond the greater of 15 days and the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness or (B) such Indebtedness shall be in an aggregate principal amount not less than $20,000,000 and such failure shall continue beyond the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist with respect to any Indebtedness of the Servicer or such Subsidiary outstanding under one or more instruments or agreements if the effect of such event of condition is (or will after the lapse of any grace period be) to cause, or to permit the holder or holders of such Indebtedness (or any trustee or agent on their behalf) to cause, such Indebtedness to become due, or to require such Indebtedness to be prepaid (other than by a Servicer Default scheduled prepayment), prior to the stated maturity thereof and (A) such Indebtedness shall occur; orbe in aggregate principal amount not less than $10,000,000 and such failure shall continue beyond the greater 15 days and the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness or (B) such Indebtedness shall be in an aggregate principal amount not less than $20,000,000 and such failure shall continue beyond the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness.
(g) An Event of Bankruptcy shall occur with respect to any Seller Party or any of their respective Subsidiaries.
(h) As at the end of any Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall exceed 5.55%,
(ii) the three-month rolling average Default Trigger Ratio shall exceed 9.6%, or
(iii) the three-month rolling average Dilution Ratio shall exceed 3.50%.
(i) A Change of Control shall occur and such Change of Control shall have a Transfer Restriction Event material negative impact on the collectibility of the Receivables.
(j) (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall occur; thenbe entered against Seller or (ii) one or more final judgments for the payment of money and (iii) either (A) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (B) there shall be any period of 10 consecutive days, in the case of judgment or order rendered or entered by a court located in the United States, its territories and Puerto Rico, or 30 consecutive days, in the case of any event other court, during which a stay of enforcement of such judgment or order, by reason of pending appeal or otherwise, shall not be in effect, and (iv) the amount of such judgment or order, when aggregated with the amount of all other such judgments and orders described in paragraph this subsection (ag), shall exceed $20,000,000.
(bk) This Agreement shall terminate in whole or in part (fexcept in accordance with its terms), either or shall cease to be effective or to be the Trustee legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Holders Agent for the benefit of Investor Certificates evidencing more than 50% Blue Ridge shall cease to have a valid and perfected first priority security interest in the Purchased Assets.
(l) On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Aggregate Unpaids in accordance with this Agreement, the sum of the Aggregate Invested Amount plus the aggregate unpaid principal amount CP Discount shall exceed the Purchase Limit.
(m) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any Series of Investor Certificates the Purchased Assets and such lien shall not have been released within seven (7) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to which Section 4068 of ERISA with regard to any of the Purchased Assets.
(n) Any Plan of Servicer or any of its ERISA Affiliates:
(i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such event relates by notice then given to Plan, Section 412 of the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Series as Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or
(ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or
(iii) shall require Servicer or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or
(iv) results in a liability to Servicer or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA, and there shall result from any such failure, waiver, termination or other event a liability to the PBGC or a Plan that would have a Material Adverse Effect.
(o) Any event shall occur which (i) materially and adversely impairs the ability of the Originator to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to Seller on the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) this Agreement or (g)ii) has, subject or could be reasonably expected to applicable lawhave, a Material Adverse Effect.
(i) The Net Pool Balance shall at any time be less than an Amortization Event shall occur with respect amount equal to all outstanding Series without any notice or other action the sum of (A) the Aggregate Invested Amount plus (B) the Required Reserve after giving effect to the turnover of Collections by the Servicer on the part of next Settlement Date and the Trustee application thereof to the Aggregate Unpaids in accordance with this Agreement or (ii) the Certificateholders immediately upon Aggregate Invested Amount shall at any time exceed the occurrence of such eventPurchase Limit.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Edwards Lifesciences Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of Seller or the Sellers (i) Servicer shall fail to make remit or fail to cause to be remitted to the Administrator, any payment or deposit required by the terms of this Agreement Purchaser Agent or any Supplement Purchaser on any day any Collections, including any amounts to be remitted to reduce the Invested Amount or before any portion thereof, or interest or fees set forth in any Fee Letter and required to be remitted to the date occurring five Administrator, any Purchaser Agent or any Purchaser on such day, and with respect to failure to remit interest or any such fees, such failure shall continue for two Business Days after the date on which such payment interest or deposit is required fees becomes due; or
(b) the Seller or the Servicer shall fail to deposit, or pay or fail to cause to be made, deposited or (ii) duly to observe or perform paid when due any other covenants amount due hereunder or agreements of shall fail to deliver any Settlement Report and such failure shall continue for two (2) Business Days after the Sellers set forth in date when such amount or Settlement Report became due; or
(c) any representation, warranty, certification or statement made by the Seller, the Servicer or any Originator under this Agreement or any Supplementother Transaction Document or in any agreement, which failure has a material adverse effect on certificate, report, appendix, schedule or document furnished by the Investor Certificateholders of Seller, the Servicer or any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given Originator to the Sellers by the TrusteeAdministrator, any Purchaser Agent or any Purchaser pursuant to the Sellers and the Trustee by an Investor Certificateholder;
(b) any representation or warranty made by the Sellers in connection with this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) other Transaction Document shall prove to have been incorrect false or misleading in any respect material respect when to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby as of the time made or when delivereddeemed made (including by omission of material information necessary to make such representation, warranty, certification or statement not misleading) and which continues to be incorrect false or misleading in any material respect for a period of 60 days ten (10) Business Days after either (i) any Responsible Officer of the Seller or the Servicer becomes aware thereof or (ii) notice thereof to such Person by the Administrator, any Purchaser Agent or any Purchaser; or
(d) a Change in Control shall occur with respect to the Performance Guarantor; or
(e) except as otherwise provided in this Section 9.1, the Seller, the Servicer or any Originator shall default or fail in the performance or observance of any other covenant, agreement or duty applicable to it contained herein (other than any covenant, agreement or duty applicable to it set forth in Section 10.4 (a) or (b)) and such default or failure shall continue for ten (10) Business Days after either (i) any Responsible Officer of the Seller or the Servicer becomes aware thereof or (ii) notice thereof to such Person by the Administrator, any Purchaser Agent or any Purchaser; or
(f) the Seller shall fail to pay any Indebtedness when due and such failure shall continue beyond the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or AmerisourceBergen or any of its Consolidated Subsidiaries (other than the Seller, if applicable) shall fail to pay any Indebtedness in excess of $25,000,000 of AmerisourceBergen or any of its Consolidated Subsidiaries, as the case may be, or any interest or premium on such Indebtedness, in either case, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the date on which notice applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such failure, requiring the same default or event is to be remedied, shall have been given to the Sellers by the Trusteeaccelerate, or to permit the Sellers acceleration of, the maturity of such Indebtedness; or a final court decision of $25,000,000 or more shall be rendered against AmerisourceBergen or any of its Consolidated Subsidiaries and the Trustee by an Investor Certificateholder, (i) such amount remains unpaid and (ii) as a result of AmerisourceBergen or the relevant Consolidated Subsidiary does not, in good faith, contest such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” decision within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurrelevant statutory period; or
(g) the average of the Default Ratios, computed for each of the immediately preceding three months, shall exceed 0.50%; or the average of the Dilution Ratios, computed for each of the immediately preceding three months, shall exceed 4.25%; or the average of the Delinquency Ratios, computed for each of the immediately preceding three months, shall exceed 2.25%; or the Days Sales Outstanding for any month shall exceed 25 days; or
(i) a Transfer Restriction Event Collection Bank shall occur; then, default or fail in the case performance or observance of any event described agreement or duty applicable to it in paragraph respect of any Collection Account, and (aA) the Servicer has not notified the Administrator (which shall promptly forward a copy to each Purchaser Agent), within two (b2) Business Days after becoming aware of such continuing default or failure, of the action it intends to take to cure such default or failure or (B) if so requested by the Administrator, any Purchaser Agent or any Purchaser, the Seller has not established, within fifteen (15) Business Days of such default or failure, another Collection Account with a Collection Bank agreed upon by the Seller and the Administrator, or (ii) the Seller or the Servicer shall default or fail in the performance or observance of any covenant, agreement or duty set forth in Sections 8.2 or 8.3 hereof which is within the control of the Seller or the Servicer, as the case may be, and such default or failure shall continue for two (2) Business Days after notice thereof; or
(i) there shall be pending any litigation, investigation or proceeding, or any material adverse development in any such litigation shall have occurred, which the Seller or the Servicer is required to disclose pursuant to Section 7.1(i) or (fSection 7.3(m), either respectively, hereof, which in the Trustee reasonable opinion of the Administrator, any Purchaser Agent or any Purchaser is likely to materially adversely affect the financial position or results of operations of the Seller or the Holders of Investor Certificates evidencing more than 50% Servicer or impair the ability of the aggregate unpaid principal amount Seller or the Servicer to perform its respective obligations under this Agreement; or
(j) there shall have occurred any event which could have a material adverse effect on (i) the ability of any Series Seller Party, any Originator or the Performance Guarantor to perform its obligations under any Transaction Document, (ii) the legality, validity or enforceability of Investor Certificates to which such event relates by notice then given to any Transaction Document, (iii) the Sellers and Administrator’s security interest in the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as Receivables generally or in any significant portion of the date Receivables or the proceeds thereof, or (iv) the collectibility of such notice, and, in the case Receivables generally or of any event described in paragraph material portion of the Receivables; or
(c), (d), (ek) or (g), subject to applicable law, an Amortization Event of Bankruptcy shall occur with respect to all outstanding Series the Seller, the Servicer, any Originator or the Performance Guarantor; or
(l) the Aggregate Invested Amount shall exceed the Purchase Limit; or
(m) the Net Pool Balance shall at any time be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the Required Reserve; or
(n) ABDC is replaced as Servicer pursuant to Section 8.1(a) or otherwise resigns as Servicer; or
(o) AmerisourceBergen shall default or fail in the performance or observance of any of the covenants set forth in Section 6.12 of the Credit Agreement as in effect on April 30, 2009 (without giving effect to any notice amendment, waiver, termination, supplement or other action on modification thereof unless consented to by the part Required Purchaser Agents); or
(p) a final court decision for $11,625 or more shall be rendered against the Seller; or
(q) ABDC shall cease to own 100% of the Trustee capital stock of the Seller or the Certificateholders immediately upon Performance Guarantor shall cease to own (directly or indirectly) 100% of the occurrence capital stock of each Originator; or
(r) ABDC shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer all or substantially all of its assets to any other Person unless ABDC is the survivor of such event.transaction; or
(s) (i) definition of “Excluded Subsidiary” (clause (b) thereof), “Loan Parties,” “Securitization,” “Securitization Entity,” or “Designated Subsidiary” contained in the Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents; (ii) Section 6.01(b)(i), 6.02(e), 6.04 (the last sentence (other than clause (b) thereof) thereto), 6.05(b), 6.05(c), 6.08(b), 6.08(c), 6.08(d) or 6.09 (clause (i) of the first proviso thereto) of the Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents; or (iii) any other provision of (including by the addition of a provision) the Credit Agreement is amended, modified or waived without the prior written consent of the Administrator and the Required Purchaser Agents in any way which could materially and adversely impair the interests of the Administrator, any Purchaser Agent or any Purchaser in the Receivables, Related Security or Collections or could result in the creation of a Lien thereof; or
(t) the Performance Guarantor shall default or fail in the performance of any covenant or agreement set forth in the Performance Guaranty; or
Appears in 1 contract
Sources: Receivables Purchase Agreement (Amerisourcebergen Corp)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five hereunder when due and such failure shall continue for two (2) consecutive Business Days after the date such payment or deposit is required to be madeDays, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder or under any other covenants Transaction Document (other than as referred to in clause (i) of this paragraph (a) or agreements of the Sellers set forth in this Agreement or any Supplement, which Section 7.1(f)(ii)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;fifteen (15) consecutive Business Days.
(b) any Any representation or warranty made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or any Supplement certification or statement made by any information to identify Seller Party in connection with the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) foregoing shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of (A) the Seller to pay any of Indebtedness when due; or (B) the Sellers shall consent to the appointment of a conservatorServicer, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; Originator or any of their respective Subsidiaries (other than the Sellers Seller) to (i) pay any Indebtedness when due, which individually or together with other such Indebtedness as to which any such failures exists has an aggregate outstanding principal amount in excess of $50,000,000 (hereinafter, “Material Indebtedness”), or (ii) default in making any payment of any interest on any such Material Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Material Indebtedness was created, or (iii) default in the observance or performance of any other agreement or condition relating to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Material 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 to become subject to a mandatory offer to purchase by the obligor thereunder or to become payable.
(d) (i) Any Seller Party, any Originator or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Seller Party, any Originator or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, or (iii) any such act Seller Party, any Originator or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate, company or partnership action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by The aggregate Purchaser Interests of the Sellers to convey Receivables in Additional Accounts or Participation Interests to Purchasers shall exceed 100% at the Trust within five end of three (3) consecutive Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);Days.
(f) a Servicer As at the end of any calendar month:
(i) the average of the Default Ratios as at the end of such month and the two preceding months shall occurexceed 6.0%;
(ii) the average of the Dilution Ratios as at the end of such month and the two preceding months shall exceed 1.0%; or
(iii) the average of the Loss Ratios as at the end of such month and the two preceding months shall exceed 3.0%.
(g) a Transfer Restriction Event A Change of Control shall occur; then, .
(i) One or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount of $50,000,000 or more individually or in the case aggregate, shall be entered against the Servicer, any Originator or any of their respective Subsidiaries (other than the Seller) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for forty-five (45) consecutive days without a stay of execution.
(i) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any event described of the assets of the Seller or the Originator and such lien shall not have been released within five (5) Business Days, or the Pension Benefit Guaranty Corporation shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Seller, the Originator or any Subsidiaries of the Originator.
(j) (i) The “Termination Date” under and as defined in paragraph (a)the Receivables Sale Agreement shall occur under the Receivables Sale Agreement, (bii) the Seller or (f), either the Trustee or the Holders any Originator shall cease to perform any of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given their respective material obligations and undertakings under and pursuant to the Sellers Receivables Sale Agreement or shall fail to vigorously enforce the rights and remedies accorded under the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon Receivables Sale Agreement after the occurrence of such event.failure, or
Appears in 1 contract
Amortization Events. If
1. The occurrence of any one or more of the following events shall occurbe an “Amortization Event” in relation to the Series 2023-2 Ownership Interest:
(ai) except on any Business Day during the Revolving Period where the circumstances described in clauses (i) and (ii) in paragraph (n) below are applicable, failure on the part of the Seller to make any remittance, transfer or deposit required in respect of the Series 2023-2 Ownership Interest and such failure continues for a period of five Business Days after the delivery by the Custodian or the Issuer Trustee of written notice thereof to the Seller, or (ii) failure on the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly Seller to observe or perform any other covenants covenant or agreements of agreement contained in the Sellers set forth in this Pooling and Servicing Agreement or any Supplementthis Series 2023-2 Purchase Agreement, which if such failure has a material adverse effect on the Investor Certificateholders ability of any the Series 2023-2 Co-Owner to satisfy its obligations under its Funding Commitments and which continues unremedied for a period of 60 days after delivery by the date on which Custodian or the Issuer Trustee of written notice of such failure, requiring the same to be remedied, shall have been given thereof to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor CertificateholderSeller;
(b) any representation or warranty made by the Sellers Seller in this the Pooling and Servicing Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers (other than pursuant to Section 2.01 2.4(1)(h) thereof or 2.09 (iin respect of which Section 2.5 thereof has been fully complied with) shall prove or this Series 2023-2 Purchase Agreement, is found to have been incorrect in when made, or any information required to be given by the Seller is found to have been incorrect when given, and such incorrect representation, warranty or information has a material respect when made or when delivered, which adverse effect on the ability of the Series 2023-2 Co-Owner to satisfy its obligations under its Funding Commitments and continues to be incorrect in any material respect or unremedied for a period of 60 days after delivery by the date on which Custodian or the Issuer Trustee of written notice thereof to the Seller;
c) except where the terms of such failure, requiring Section 9.4 of the same to be remedied, shall Pooling and Servicing Agreement have been given complied with in respect of the Seller, there is commenced against the Seller any proceeding or the taking of any step by or against the Seller for the dissolution, liquidation or winding-up of the Seller or for any relief from the laws of any jurisdiction relating to the Sellers by the Trusteeinsolvency, reorganization, arrangement, compromise or winding-up, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of one or more of a conservatortrustee, receiver, receiver and manager, custodian, liquidator or liquidator other Person with similar powers with respect to the Seller, unless such proceeding or step is being contested in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for good faith by the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Termination Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.occurred;
Appears in 1 contract
Sources: Purchase Agreement
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Borrower Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or hereunder when due and, for any Supplement on or before the date occurring five Business Days after the date such payment or deposit which is required to be madenot in respect of Aggregate Capital, such failure continues for one (1) Business Day, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a) and paragraph 9.1(e)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;three (3) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Borrower Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) any Failure of the Sellers shall consent Borrower to pay when due any Indebtedness or the appointment failure of any other Borrower Party to pay when due Indebtedness in excess of $10,000,000, or the failure of any such Person to pay any interest or premium on such Indebtedness when due or within any applicable grace period and which failure could reasonably be expected to have a conservatorMaterial Adverse Effect; or the default by any Borrower Party in the performance of any term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Borrower Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Borrower Party or any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment (ii) any proceeding shall be instituted by or against any Borrower Party or any of its obligations (Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any such act law relating to bankruptcy, insolvency or occurrence being reorganization or relief of debtors, or seeking the entry of an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occur; or
(g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee order for relief or the Holders appointment of Investor Certificates evidencing more than 50% a receiver, trustee or other similar official for it or any substantial part of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, its property and, in the case of any event described in paragraph a proceeding instituted against a Borrower Party (cbut not by such Borrower Party), such Borrower Party fails to (A) move, in good faith, to have such proceeding dismissed within thirty (30) days of the institution of such proceeding and such proceeding shall remain undismissed or unstayed for a period of forty-five (45) days or such longer period as the Agent consents to in writing and (B) set aside adequate reserves on its books in accordance with GAAP or (iii) any Borrower Party or any of its Subsidiaries shall take any corporate or legal action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d), .
(e) The Borrower shall fail to comply with the terms of SECTION 2.6 hereof.
(f) A Change of Control shall occur.
(g) A Change of Ownership shall occur.
(h) As of the end of any Reporting Period, the Three-Month Average Delinquency Ratio shall exceed 2.25%.
(i) As of the end of any Reporting Period, the Three-Month Average Gross Loss to Liquidation Ratio shall exceed 15%.
(i) One or more final judgments for the payment of money shall be entered against the Borrower or (g)ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, subject individually or in the aggregate, shall be entered against the Servicer on claims not covered by insurance or as to applicable lawwhich the insurance carrier has denied its responsibility, an Amortization Event and such judgment shall occur with respect to all outstanding Series continue without any notice discharge or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventstay for sixty (60) consecutive days.
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Originator shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date hereunder when due and such payment or deposit is required to be madefailure continues for one (1) day, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other covenants Transaction Document to which it is a party and such failure shall continue for five (5) consecutive Business Days.
(i) Any representation or agreements of the Sellers set forth warranty made by any Originator in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same other Transaction Document shall prove to be remedied, shall have been given to the Sellers by the Trustee, incorrect when made or to the Sellers and the Trustee by an Investor Certificateholder;
deemed made or (bii) any representation or warranty made by the Sellers any Originator in this Agreement any notice, report, certificate or other communication hereunder or in connection with any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) other Transaction Document shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of any Originator or the Provider to pay any Indebtedness when due in excess of $5,000,000; or the Sellers shall consent to default by any Originator or the appointment Provider in the performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Originator or the Sellers Provider 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.
(i) Any Originator, the Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Originator, the Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);
(f) a Servicer Default shall occurproperty; or
(g) a Transfer Restriction Event shall occur; thenPROVIDED that, in the case of any proceeding instituted against any Originator other than the Parent, such event described in paragraph shall not constitute an Amortization Event until either (a)A) such proceeding shall have remained undismissed or unstayed for a period of thirty (30) days, (bB) an order for relief shall have been entered against such Originator under the Federal bankruptcy laws or (C) such Originator shall have taken corporate action consenting to, approving or acquiescing in the commencement or maintenance of such proceeding; or (iii) any Originator, the Provider or any of their respective Subsidiaries shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (f), either the Trustee or the Holders ii) of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), this subsection (d), .
(e) A Change of Control shall occur.
(f) One or more final judgments for the payment of money (in excess of $5,000,000 in the aggregate for all such judgements) shall be entered against the Originators or the Provider on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(g) The Provider shall fail to comply with the financial covenants (the "FINANCIAL COVENANTS") set forth in SECTION 6.17 of the Credit Agreement, as such covenants may be amended, modified or waived in accordance with the terms of the Credit Agreement so long as the Collateral Agent has consented to such amendment, modification or waiver. The Financial Covenants, as so amended, modified or waived in accordance with the terms of the Credit Agreement and with the consent of the Collateral Agent and the Required Committed Purchasers (together with any necessary defined terms), subject are incorporated herein by this reference thereto and shall remain in effect in their then most recent formulations for purposes of this Agreement notwithstanding the expiration or termination of the Credit Agreement after the date hereof unless amended or waived in accordance with the terms of this Agreement.
(h) The Provider shall take any action (i) to applicable law, an Amortization Event shall occur with respect to revoke all outstanding Series without or any notice or other action on the part of the Trustee Performance Undertaking, (ii) to recharacterize the Performance Undertaking as a guaranty of collection or as any type of obligation other than an unconditional guaranty of the Certificateholders immediately upon due and punctual performance by the occurrence Originators of such eventtheir obligations to the Buyer hereunder, or (iii) to require the Collateral Agent to commence an action against the Seller or any Originator as a condition to the Provider honoring its obligations as set forth in the Performance Undertaking.
Appears in 1 contract
Sources: Receivables Sale Agreement (Pioneer Standard Electronics Inc)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part occurrence, continuance and, to the extent required, declaration of a Termination Event;
(b) a Servicer Default shall have occurred or, to the Sellers extent required, been declared;
(c) ▇▇▇▇▇, the Transferor or the Servicer, as applicable, shall fail to:
(i) (A) deliver a Monthly Report required to make any payment or deposit required by be delivered to the terms of this Agreement or any Supplement on or before the date occurring Administrative Agent within five (5) Business Days after the due date such payment thereof, or deposit is (B) deliver any report (other than a Monthly Report) required to be made, or delivered to the Administrative Agent within fifteen (15) days after the due date thereof,
(ii) duly to observe or perform any other the covenants or agreements of the Sellers set forth in this Agreement or any Supplementwith respect to Liens relating to the Transferred Receivables, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days three (3) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Sellers by Transferor or the TrusteeServicer, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor Certificateholder;Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable, or
(biii) duly observe or perform in any representation material respect any other covenant or warranty made by agreement of ▇▇▇▇▇, the Sellers Transferor or the Servicer, as the case may be, set forth in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when deliveredSale Agreement, which failure (A) results in an Adverse Effect on the Funding Agents or the Owners and (B) continues to be incorrect in any material respect unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Sellers Transferor or the Servicer, as applicable, or after discovery of such failure by an Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable; provided, however, no Amortization Event shall be deemed to occur if the relevant Transferred Receivables are repurchased in accordance with this Agreement;
(d) any representation or warranty made by the TrusteeTransferor or ▇▇▇▇▇ in this Agreement or the Sale Agreement, proves to have been incorrect in any material respect when made and such inaccuracy results in an Adverse Effect on the Funding Agents or the Owners and such Adverse Effect continues for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇ or the Transferor, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests Authorized Officer of the Investor Certificateholders of any Series are materially and adversely affectedTransferor or ▇▇▇▇▇, as applicable; provided, however, that an no Amortization Event shall not be deemed to have occurred under this paragraph occur if the Sellers have relevant Transferred Receivables relating to such representation or warranty are repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) an Asset Base Deficiency exists and such condition has existed unremedied for a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within period of five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)(5) consecutive days;
(f) the three-month average Default Ratio relating to the Transferred Receivables shall exceed 8.00%;
(g) the three-month average Delinquency Ratio relating to the Transferred Receivables shall exceed 3.50%;
(h) the three-month average Dilution Ratio relating to the Transferred Receivables shall exceed 4.00%
(i) the Transferor shall fail to comply with the Hedging Requirements and such failure shall continue unremedied for more than ten (10) days after written notice thereof being given in accordance with Section 9.3 to an Authorized Officer of the Transferor or the Servicer by the Administrative Agent or any Funding Agents;
(j) a Change of Control Triggering Event shall have occurred;
(k) litigation, arbitration or governmental proceedings shall have been instituted involving ▇▇▇▇▇, the Transferor or the Transferred Receivables that could reasonably be expected to materially and adversely affect ▇▇▇▇▇, the Transferor or the collectability of the Transferred Receivables;
(l) any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $250,000 (in either case to the extent not adequately covered by insurance as to which a solvent insurance company has not denied coverage) shall be entered or filed against the Transferor or any of its assets and shall remain undischarged, unpaid, unvacated, unappealed, unbonded or unstayed for a period of thirty (30) days (or in any event later than five days prior to the date of any proposed sale thereunder);
(m) ▇▇▇▇▇, the Transferor, TMUS or TMUSA shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $100,000,000 in the aggregate, in each case when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure to pay shall continue for two (2) days after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;
(n) there shall have occurred an event or situation with respect to the Transferor, either Guarantor, or ▇▇▇▇▇ that shall have a material adverse effect on the legality, validity or enforceability of any of this Agreement, the Sale Agreement or the Performance Guaranty, or any such party’s ability to perform its respective obligations thereunder, other than such material adverse effects which are the direct result of actions or omissions of the Administrative Agent, any Funding Agent or any Owner;
(o) the Transferor is a “covered fund” for purposes of regulations adopted under the ▇▇▇▇▇▇▇ Rule;
(p) (i) either Guarantor shall purport to revoke or terminate the Performance Guaranty, or the Performance Guaranty shall no longer be in effect, or either Guarantor shall fail to make any payments required thereunder in a timely manner; or (ii) either Guarantor shall fail to perform, in a timely manner, any of its obligations under the Performance Guaranty or this Agreement, or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made by either Guarantor under the Performance Guaranty;
(q) the Consolidated Equity Ratio shall at any time be less than the greater of (i) 17.50% and (ii) such higher amount as any of TMUS, TMUSA, the Servicer Default or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any Comparable Transaction in any similar provision, for so long as any such Comparable Transaction is outstanding;
(r) the Consolidated Leverage Ratio shall occurat any time be greater than the lesser of (i) 500% and (ii) such lower amount as any of TMUS, TMUSA, the Servicer or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any Comparable Transaction in any similar provision, for so long as such Comparable Transaction is outstanding; or
(gs) the PBGC shall, or shall indicate its intention to, file notice of a Transfer Restriction Event lien pursuant to Section 4068 of ERISA, or a contribution failure occurs sufficient to give rise to a lien under Section 303(k) of ERISA or Section 430(k) of the Code, with regard to any of the assets of ▇▇▇▇▇ or the Transferor, and, in each case, such lien shall occurnot have been released within thirty (30) days; then, in the case of any event described in paragraph subsections (ab), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e), (i), (k), (m), (n), or (p)(ii), after the applicable grace period, if any, set forth in such subparagraphs, the Required Owners or the Administrative Agent, acting at the direction of the Required Owners, by notice then given in writing to the Transferor and the Servicer may declare that an amortization event (each, an “Amortization Event”) or has occurred as of the date of such notice, and in the case of any event described in subsections (a), (f), (g), subject to applicable law(h), (j), (l), (o), (p)(i), (q), (r) or (s), an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee Administrative Agent or the Certificateholders Required Owners immediately upon the occurrence of such event. In addition, following the occurrence and during the continuance of an Amortization Event, each Owner shall fund its Net Investment at the Amortization Rate as provided herein.
Appears in 1 contract
Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part Any of the Sellers (i) Borrower Parties shall fail to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or made by it under the Transaction Documents when due and such failure shall continue for two (ii2) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;Business Days.
(bi) any Any representation or warranty made by any of the Sellers Borrower Parties in this Agreement or the Receivables Sale Agreement shall prove to have been incorrect in any Supplement material respect (solely in cases where such representation and warranty is not already qualified by materiality) or in any respect (in all other cases) when made or deemed made, (ii) any information contained in any Monthly Report or Weekly Report shall prove to identify have been incorrect in any material respect when made, or (iii) any representation, warranty, certification or statement (other than relating to projections or other forward-looking information) made by any of the Accounts required to be Borrower Parties in any other Transaction Document or in any other document delivered by the Sellers pursuant to Section 2.01 hereto or 2.09 thereto (iother than in a Monthly Report or Weekly Report) shall prove to have been incorrect in any material respect when made or when delivereddeemed made; provided, which continues that no such event shall constitute an Amortization Event if the Borrower shall have timely paid to the Agent the Deemed Collection required to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) paid as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period event in accordance with the provisions of this Agreement;Section 1.4.
(c) any Any of the Sellers Borrower Parties shall consent fail to the appointment of a conservatorperform or observe any covenant contained in Section 7.1(a) or (b), receiver Section 7.2 or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);Section 8.5 when required.
(d) the Trust shall become an “investment company” within the meaning Any of the Investment Company Act;Borrower Parties shall fail to perform or observe any other covenant or agreement under any Transaction Documents (after giving effect to all cure periods and notice requirements) and such failure shall continue for fifteen (15) consecutive Business Days.
(e) a failure Failure of the Borrower to pay any Indebtedness (other than the Aggregate Unpaids) in excess of $10,000 when due or the default by the Sellers Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to convey Receivables in Additional Accounts cause, or Participation Interests to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);date of maturity thereof.
(f) Failure of the Parent or any of its Subsidiaries other than the Borrower to pay Indebtedness in excess of $20,000,000 in aggregate principal amount (Indebtedness in such amount being referred to hereinafter as “Material Indebtedness”) when due (after giving effect to any applicable grace periods with respect thereto and whether or not such failure to pay is waived); or the default by the Parent or any of its Subsidiaries other than the Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Parent or any of its Subsidiaries other than the Borrower shall be declared to be due and payable or required to be prepaid (other than by a Servicer Default shall occur; orregularly scheduled payment) prior to the date of maturity thereof.
(g) a Transfer Restriction An Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Bankruptcy shall occur with respect to any Borrower Party or the Parent.
(h) As at the end of any Calculation Period (other than any Special Calculation Period):
(i) the three-month rolling average Delinquency Ratio shall be greater than or equal to 3.50%,
(ii) the three-month rolling average Default Ratio shall be greater than or equal to 1.75%,
(iii) the three-month rolling average Dilution Ratio shall be greater than or equal to 3.50%, or
(iv) the Accounts Receivable Turnover Ratio shall be less than 10.00.
(i) As at the end of any Special Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall be greater than or equal to 4.00%,
(ii) the three-month rolling average Default Ratio shall be greater than or equal to 2.00%,
(iii) the three-month rolling average Dilution Ratio shall be greater than or equal to 5.50%, or
(iv) the Accounts Receivable Turnover Ratio shall be less than 8.00.
(j) At any time during any CBA Liquidity Period, the Parent shall have Available Liquidity of less than $50,000,000.
(k) A Change of Control shall occur.
(i) One or more final judgments of a court of competent jurisdiction for the payment of money in an aggregate amount of $10,000 or more shall be entered against the Borrower or (ii) one or more final judgments of a court of competent jurisdiction for the payment of money in an amount in excess of $20,000,000, individually or in the aggregate, shall be entered against the Parent or any of its Subsidiaries (other than the Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(m) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement with respect to the last remaining Originator or all outstanding Series without Originators shall for any notice reason cease to transfer, or other action on cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Borrower under the Receivables Sale Agreement.
(n) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Trustee Borrower, or any Originator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Certificateholders immediately upon Agent for the occurrence benefit of the Lenders shall cease to have a valid and perfected first priority security interest in the Purchased Receivables and all other items of Collateral in which an interest therein may be perfected by the filing of a financing statement under Article 9 of the applicable UCC and the proceeds of the foregoing.
(o) On any day, the Aggregate Credit Exposure shall exceed the Facility Limit or a Borrowing Base Deficiency shall exist, and such event shall continue unremedied for two (2) Business Days after (i) notice has been given to the Borrower by the Lenders, the LC Issuer or the Agent of such eventoccurrence or (ii) an Authorized Officer of the Borrower shall have knowledge thereof.
(p) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Purchased Receivables or the Related Security or the PBGC shall, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Purchased Receivables or the Related Security, and any such lien shall not have been released within the earlier to occur of (i) seven (7) days after the date of such filing and (ii) the day on which the Agent becomes aware of such filing.
(q) The Borrower or any Subsidiary, or any member of its Controlled Group, shall fail to pay by the final date on which any such payment may be made without penalty or without attachment of liens on its assets an amount or amounts aggregating in excess of $20,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA.
(r) Any event shall occur which has, or could be reasonably expected to have a Material Adverse Effect (excluding any events or matters, including, without limitation, multi-employer pension contingencies of the type disclosed and discussed in the Parent’s Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC).
(s) The Adjusted Leverage Ratio shall be greater than 3.50.
(t) Any Person shall be appointed as an Independent Manager of the Borrower without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii).
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part occurrence, continuance and, to the extent required, declaration of a Termination Event;
(b) a Servicer Default shall have occurred or, to the Sellers extent required, been declared;
(c) ▇▇▇▇▇, the Transferor or the Servicer, as applicable, shall fail to:
(i) (A) deliver a Monthly Report required to make any payment or deposit required by be delivered to the terms of this Agreement or any Supplement on or before the date occurring Administrative Agent within five (5) Business Days after the due date such payment thereof, or deposit is (B) deliver any report (other than a Monthly Report) required to be made, or delivered to the Administrative Agent within fifteen (15) days after the due date thereof,
(ii) duly to observe or perform any other the covenants or agreements of the Sellers set forth in this Agreement or any Supplementwith respect to Liens relating to the Transferred Receivables, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days three (3) Business Days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Sellers by Transferor or the TrusteeServicer, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor Certificateholder;Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable, or
(biii) duly observe or perform in any representation material respect any other covenant or warranty made by agreement of ▇▇▇▇▇, the Sellers Transferor or the Servicer, as the case may be, set forth in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when deliveredSale Agreement, which failure (A) results in an Adverse Effect on the Funding Agents or the Owners and (B) continues to be incorrect in any material respect unremedied for a period of 60 thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, the Sellers Transferor or the Servicer, as applicable, or after discovery of such failure by an Authorized Officer of ▇▇▇▇▇, the Transferor or the Servicer, as applicable; provided, however, no Amortization Event shall be deemed to occur if the relevant Transferred Receivables are repurchased in accordance with this Agreement;
(d) any representation or warranty made by the TrusteeTransferor or ▇▇▇▇▇ in this Agreement or the Sale Agreement, proves to have been incorrect in any material respect when made and such inaccuracy results in an Adverse Effect on the Funding Agents or the Owners and such Adverse Effect continues for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇ or the Transferor, as applicable, or to the Sellers and the Trustee after discovery of such failure by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests Authorized Officer of the Investor Certificateholders of any Series are materially and adversely affectedTransferor or ▇▇▇▇▇, as applicable; provided, however, that an no Amortization Event shall not be deemed to have occurred under this paragraph occur if the Sellers have relevant Transferred Receivables relating to such representation or warranty are repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) an Asset Base Deficiency exists and such condition has existed unremedied for a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within period of five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a)(5) consecutive days;
(f) the three-month average Default Ratio relating to the Transferred Receivables shall exceed 6.0%;
(g) the three-month average Delinquency Ratio relating to the Transferred Receivables shall exceed 3.50%;
(h) the three-month average Dilution Ratio relating to the Transferred Receivables shall exceed 6.0%
(i) the Transferor shall fail to comply with the Hedging Requirements and such failure shall continue unremedied for more than ten (10) days after written notice thereof being given in accordance with Section 9.3 to an Authorized Officer of the Transferor or the Servicer by the Administrative Agent or any Funding Agents;
(j) a Change of Control shall have occurred;
(k) litigation, arbitration or governmental proceedings shall have been instituted involving ▇▇▇▇▇, the Transferor or the Transferred Receivables that could reasonably be expected to materially and adversely affect ▇▇▇▇▇, the Transferor or the collectability of the Transferred Receivables;
(l) any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $250,000 (in either case to the extent not adequately covered by insurance as to which a solvent insurance company has not denied coverage) shall be entered or filed against the Transferor or any of its assets and shall remain undischarged, unpaid, unvacated, unappealed, unbonded or unstayed for a period of thirty (30) days (or in any event later than five days prior to the date of any proposed sale thereunder);
(m) ▇▇▇▇▇, the Transferor, TMUS or TMUSA shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $100,000,000 in the aggregate, in each case when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure to pay shall continue for two (2) days after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;
(n) there shall have occurred an event or situation with respect to the Transferor, the Guarantor, or ▇▇▇▇▇ that shall have a material adverse effect on the legality, validity or enforceability of any of this Agreement, the Sale Agreement or the Performance Guaranty, or any such party’s ability to perform its respective obligations thereunder, other than such material adverse effects which are the direct result of actions or omissions of the Administrative Agent, any Funding Agent or any Owner;
(o) the Transferor is a “covered fund” for purposes of regulations adopted under the ▇▇▇▇▇▇▇ Rule;
(p) (i) the Guarantor shall purport to revoke or terminate the Performance Guaranty, or the Performance Guaranty shall no longer be in effect, or the Guarantor shall fail to make any payments required thereunder in a timely manner; or (ii) the Guarantor shall fail to perform, in a timely manner, any of its obligations under the Performance Guaranty or this Agreement, or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made by the Guarantor under the Performance Guaranty;
(q) the Consolidated Equity Ratio shall at any time be less than the greater of (i) 17.50% and (ii) such higher amount as any of TMUS, TMUSA, the Servicer Default or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any Comparable Transaction in any similar provision, for so long as any such Comparable Transaction is outstanding;
(r) the Consolidated Leverage Ratio shall occurat any time be greater than the lesser of (i) 500% and (ii) such lower amount as any of TMUS, TMUSA, the Servicer or the Transferor may agree, whether by way of similar provision, representation, covenant or warranty, in any Comparable Transaction in any similar provision, for so long as such Comparable Transaction is outstanding;
(s) the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA, or a contribution failure occurs sufficient to give rise to a lien under Section 303(k) of ERISA or Section 430(k) of the Code, with regard to any of the assets of ▇▇▇▇▇ or the Transferor, and, in each case, such lien shall not have been released within thirty (30) days; or
(gt) a Transfer Restriction Event prior to the completion of the event specified in Section 3.7(ii), the three-month rolling average Unpaid Conversion Ratio shall occur; exceed 1.0%, then, in the case of any event described in paragraph subsections (ab), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e), (i), (k), (m), (n), (p)(ii) or (t), after the applicable grace period, if any, set forth in such subparagraphs, the Required Owners or the Administrative Agent, acting at the direction of the Required Owners, by notice then given in writing to the Transferor and the Servicer may declare that an amortization event (each, an “Amortization Event”) has occurred as of the date of such notice, and in the case of any event described in subsections (a), (f), (g), subject to applicable law(h), (j), (l), (o), (p)(i), (q), (r) or (s), an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee Administrative Agent or the Certificateholders Required Owners immediately upon the occurrence of such event. In addition, following the occurrence and during the continuance of an Amortization Event, each Owner shall fund its Net Investment at the Amortization Rate as provided herein.
Appears in 1 contract
Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or hereunder when due and, for any Supplement on or before the date occurring five Business Days after the date such payment or deposit which is required to be madenot in respect of Capital, such failure continues for two (2) Business Days, or (ii) duly to perform or observe any term, covenant or perform any agreement hereunder (other covenants or agreements than as referred to in clause (i) of the Sellers set forth in this Agreement or any Supplement, which paragraph (a) and paragraph 9.1(e)) and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;five (5) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document to which it is a party or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due; or the default by Seller in the performance of the Sellers shall consent to the appointment of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Seller shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment (ii) any proceeding shall be instituted by or against any Seller Party or any of its obligations Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) any such act Seller or occurrence being an “Insolvency Event”);
any of its Subsidiaries shall take any action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(f) a Servicer Default As of the last day of any Measurement Period:
(i) the average of the Delinquency Trigger Ratios for the three Measurement Periods then most recently ended shall occur; exceed 9.10%;
(ii) the average of the Charged-Off Trigger Ratios for the three Measurement Periods then most recently ended shall exceed 0.90%, or
(iii) the average of the Dilution Trigger Ratios for the three Measurement Periods then most recently ended shall exceed 2.40%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) One or more final judgments for the payment of money shall be entered against Seller on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(i) The occurrence of any Termination Event or the Termination Date under and as defined in the case of any event described Receivables Interest Sale Agreement shall occur under the Receivables Interest Sale Agreement.
(j) This Agreement shall terminate in paragraph whole or in part (aexcept in accordance with its terms), (b) or (f)shall cease to be effective or to be the legally valid, either the Trustee binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Holders of Investor Certificates evidencing more than 50% Agent for the benefit of the aggregate unpaid principal amount of any Series of Investor Certificates Purchasers shall cease to which such event relates by notice then given to the Sellers have a valid and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, perfected first priority security interest in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventAsset Interest.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Ferrellgas Partners Finance Corp)
Amortization Events. If any one Any of the following events shall occurconstitute an Amortization Event (whether it occurs before or during the Amortization Period) hereunder:
(a) failure on The Seller or the part of the Sellers (i) Servicer shall fail to make any deposit or payment (including any payment of interest) required to be made by the Seller or the Servicer, as the case may be, under this Agreement or any other document executed and delivered in connection herewith, including, without limitation, any payment or deposit required by to be made pursuant to subsection 2.6(a), 2.7(b), 2.10, 2.11, 2.12, 2.14(c)(iii), 2.18 or 7.1(b), or the terms Seller or the Servicer (if an Affiliate of the Seller is then the Servicer) shall fail to deliver the Settlement Statement, or the Seller or the Servicer (if an Affiliate of the Seller is then the Servicer) shall fail to take any action required or requested to be taken pursuant to this Agreement after an Amortization Event has occurred and is continuing, in each case within five days after any such deposit, payment or delivery is required to be made or any Supplement on such action is requested to be taken hereunder; or
(b) Raytheon shall fail to make any payment required under the Guarantee or before RAC shall fail to make any payment required under the date occurring Repurchase Agreement within, in each case, five Business Days days after the date any such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;; or
(bc) any intentionally omitted; or
(d) Any representation or warranty made or deemed made by the Sellers Seller, the Servicer (if an Affiliate of the Seller is then the Servicer) or Raytheon in any Purchase Document to which it is a party or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when on or as of the date made or when delivereddeemed made by the Seller, which continues the Servicer (if an Affiliate of the Seller is then the Servicer) or Raytheon, and shall have continued to be incorrect in any such material respect for a period of 60 30 days after such representation or warranty was initially made (other than any representation and warranty with respect to a Receivable which has been repurchased or substituted pursuant to subsection 2.7(b), 2.10, 2.11 or 2.13); or
(i) The Seller shall default in the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trusteeobservance or performance of, or Raytheon shall default under the Guarantee in causing the Seller to the Sellers and the Trustee by an Investor Certificateholderobserve or perform, and any agreement contained in subsection 6.1(k) or Section 7.1 or (ii) as a result of such incorrectness the interests of Servicer shall default in the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables observance or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its propertyperformance of, or a decree Raytheon shall default under the Guarantee in causing the Servicer to observe or order of a court or agency or supervisory authority having jurisdiction perform, any agreement contained in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Sellersubsection 7.2; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);
(d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;
(e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);or
(f) Either of the Seller or the Servicer (if an Affiliate of the Seller is then the Servicer) shall default in the observance or performance of any other agreement (other than subsection 6.1(n), the remedy for which is contained in subsection 2.11) contained in this Agreement in any material respect or Raytheon shall default in the observance or performance of any agreement contained in the Guarantee in any material respect or RAC shall default in the observance or performance of any agreement contained in the Repurchase Agreement in any material respect (other than as provided in paragraphs (a) through (e) of this subsection 8.1), and such default shall continue unremedied for a period of 30 days after the earlier of (i) notice of such default from the Managing Facility Agent or the Majority Purchasers or (ii) knowledge by the Seller, the Servicer Default shall occur; (if an Affiliate of the Seller is then the Servicer) or Raytheon of any such default, or
(g) The Debt Ratio of Raytheon shall be greater than (i) 0.60 to 1.0 on the last day of any fiscal quarter of Raytheon ending on or before December 31, 2001, (ii) 0.55 to 1.0 on the last day of any fiscal quarter of Raytheon ending thereafter;
(h) The Interest Coverage Ratio for any period of four consecutive fiscal quarters ending (i) on or prior to July 2, 2000 shall be less than 2.25 to 1.0 or (ii) after July 2, 2000, shall be less than 2.5 to 1.0; or
(i) Raytheon, RAC, Raytheon Credit or the Seller shall default in any payment of principal of or interest of any indebtedness for borrowed money (or any guarantee thereof) (other than under the Guarantee or the Repurchase Agreement) with a Transfer Restriction Event shall occur; thenprincipal amount in excess of $25,000,000 when due (whether by acceleration, upon maturity or otherwise), beyond the period of grace (not to exceed 30 days), if any, provided in the case instrument or agreement under which such indebtedness (or guarantee) was created; or
(i) Raytheon, RAC, Raytheon Credit or the Seller shall commence any case, proceeding or other action (A) under any existing or future law of any event described in paragraph (a)jurisdiction, (b) domestic or (f)foreign, either the Trustee relating to bankruptcy, insolvency, reorganization or the Holders relief of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates debtors, seeking to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that have an amortization event (an “Amortization Event”) has occurred order for relief entered with respect to such Series it, or seeking to adjudicate it as of the date of such noticebankrupt or insolvent, andor seeking reorganization, in the case of any event described in paragraph (c)arrangement, (d)adjustment, (e) winding-up, liquidation, dissolution, composition or (g), subject to applicable law, an Amortization Event shall occur other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all outstanding Series without or any notice substantial part of its assets; or (ii) there shall be commenced against Raytheon, RAC, Raytheon Credit or the Seller any case, proceeding or other action on of a nature referred to in clause (i) above which (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 60 days from the entry thereof; or (iii) there shall be commenced against Raytheon, RAC, Raytheon Credit or the Seller 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 which results in the Trustee entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the Certificateholders immediately upon the occurrence of such event.entry thereof; or
Appears in 1 contract
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) or under any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;five (5) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party or Ceridian to pay Indebtedness when due; or the Sellers shall consent to default by any Seller Party or Ceridian in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party or Ceridian shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Performance Guarantor, any Seller Party, or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Performance Guarantor, any Seller Party, or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property or (iii) Performance Guarantor, any such act Seller Party or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subSection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to terms of Section 2.09(a);2.6 hereof.
(fi) a Servicer Default As at the end of any calendar month, the Collections to Sales Ratio for such calendar month shall occurbe less than 90%; oror (ii) as at the end of any calendar month ending after August, 2002, the average of the Delinquency Ratios for the three most recently-ended calendar months shall exceed the Delinquent Receivables Trigger Amount.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the case aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any event described reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from Originator under the Receivables Sale Agreement.
(j) This Agreement shall terminate in paragraph whole or in part (aexcept in accordance with its terms), (b) or (f)shall cease to be effective or to be the legally valid, either the Trustee binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Holders of Investor Certificates evidencing more than 50% Agent for the benefit of the aggregate unpaid principal amount of any Series of Investor Certificates Purchasers shall cease to which such event relates by notice then given to have a valid and perfected first priority security interest in the Sellers Receivables, the Related Security and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred Collections with respect thereto and the Collection Accounts.
(k) Performance Guarantor shall fail to such Series as of perform or observe any term, covenant or agreement required to be performed by it under the date of such noticePerformance Undertaking, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon Performance Undertaking shall cease to be effective or to be the occurrence legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such eventeffectiveness, validity, binding nature or enforceability.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Ceridian Corp /De/)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an Amortization Event:
(a) failure on the part Any of the Sellers (i) Borrower Parties shall fail to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or made by it under the Transaction Documents when due and such failure shall continue for two (ii2) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;Business Days.
(bi) any Any representation or warranty made by any of the Sellers Borrower Parties in this Agreement or the Receivables Sale Agreement shall prove to have been incorrect in any Supplement material respect (solely in cases where such representation and warranty is not already qualified by materiality) or in any respect (in all other cases) when made or deemed made, (ii) any information contained in any Monthly Report or Weekly Report shall prove to identify have been incorrect in any material respect when made, or (iii) any representation, warranty, certification or statement (other than relating to projections or other forward-looking information) made by any of the Accounts required to be Borrower Parties in any other Transaction Document or in any other document delivered by the Sellers pursuant to Section 2.01 hereto or 2.09 thereto (iother than in a Monthly Report or Weekly Report) shall prove to have been incorrect in any material respect when made or when delivereddeemed made; provided, which continues that no such event shall constitute an Amortization Event if the Borrower shall have timely paid to the Agent the Deemed Collection required to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) paid as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period event in accordance with the provisions of this Agreement;Section 1.4.
(c) any Any of the Sellers Borrower Parties shall consent fail to the appointment of a conservatorperform or observe any covenant contained in Section 7.1(a) or (b), receiver Section 7.2 or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”);Section 8.5 when required.
(d) the Trust shall become an “investment company” within the meaning Any of the Investment Company Act;Borrower Parties shall fail to perform or observe any other covenant or agreement under any Transaction Documents (after giving effect to all cure periods and notice requirements) and such failure shall continue for fifteen (15) consecutive Business Days.
(e) a failure Failure of the Borrower to pay any Indebtedness (other than the Aggregate Unpaids) in excess of $10,000 when due or the default by the Sellers Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to convey Receivables in Additional Accounts cause, or Participation Interests to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);date of maturity thereof.
(f) Failure of the Parent or any of its Subsidiaries other than the Borrower to pay Indebtedness in excess of $10,000,000 in aggregate principal amount (Indebtedness in such amount being referred to hereinafter as “Material Indebtedness”) when due (after giving effect to any applicable grace periods with respect thereto and whether or not such failure to pay is waived); or the default by the Parent or any of its Subsidiaries other than the Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Parent or any of its Subsidiaries other than the Borrower shall be declared to be due and payable or required to be prepaid (other than by a Servicer Default shall occur; orregularly scheduled payment) prior to the date of maturity thereof.
(g) a Transfer Restriction An Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event Bankruptcy shall occur with respect to all outstanding Series any Borrower Party or the Parent.
(h) As at the end of any Calculation Period (other than any Special Calculation Period):
(i) the three-month rolling average Delinquency Ratio shall be greater than or equal to 3.00%,
(ii) the three-month rolling average Default Ratio shall be greater than or equal to 1.50%,
(iii) the three-month rolling average Dilution Ratio shall be greater than or equal to 3.50%, or
(iv) the Accounts Receivable Turnover Ratio shall be less than 10.00.
(i) As at the end of any Special Calculation Period:
(i) the three-month rolling average Delinquency Ratio shall be greater than or equal to 4.00%,
(ii) the three-month rolling average Default Ratio shall be greater than or equal to 2.00%,
(iii) the three-month rolling average Dilution Ratio shall be greater than or equal to 5.50%, or
(iv) the Accounts Receivable Turnover Ratio shall be less than 8.00.
(j) At any time during any CBA Liquidity Period, the Parent shall have Available Liquidity of less than $50,000,000.
(k) A Change of Control shall occur.
(i) One or more final judgments of a court of competent jurisdiction for the payment of money in an aggregate amount of $10,000 or more shall be entered against the Borrower or (ii) one or more final judgments of a court of competent jurisdiction for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Parent or any of its Subsidiaries (other than the Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.
(m) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or the Originator shall for any notice reason cease to transfer, or other action on cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Borrower under the Receivables Sale Agreement.
(n) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Trustee Borrower, or the Certificateholders immediately upon Originator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the occurrence Agent for the benefit of the Lender shall cease to have a valid and perfected first priority security interest in the Purchased Receivables and all other items of Collateral in which an interest therein may be perfected by the filing of a financing statement under Article 9 of the applicable UCC and the proceeds of the foregoing.
(o) On any day, the Credit Exposure shall exceed the Facility Limit or a Borrowing Base Deficiency shall exist, and such event shall continue unremedied for two (2) Business Days after (i) notice has been given to the Borrower by the Lender, the LC Issuer or the Agent of such eventoccurrence or (ii) an Authorized Officer of the Borrower shall have knowledge thereof.
(p) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Purchased Receivables or the Related Security or the PBGC shall, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Purchased Receivables or the Related Security, and any such lien shall not have been released within the earlier to occur of (i) seven (7) days after the date of such filing and (ii) the day on which the Agent becomes aware of such filing.
(q) the Borrower or any Subsidiary, or any member of its Controlled Group, shall fail to pay by the final date on which any such payment may be made without penalty or without attachment of liens on its assets an amount or amounts aggregating in excess of $10,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA;
(r) Any event shall occur which has, or could be reasonably expected to have a Material Adverse Effect (excluding any events or matters, including, without limitation, multi-employer pension contingencies of the type disclosed and discussed in the Parent’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 as filed with the SEC)).
(s) The Adjusted Leverage Ratio shall be greater than 3.00.
(t) Any Person shall be appointed as an Independent Manager of the Borrower without prior notice thereof having been given to the Agent in accordance with Section 7.1(b)(vii).
Appears in 1 contract
Sources: Receivables Loan Agreement (Arkansas Best Corp /De/)
Amortization Events. If The occurrence of any one or more of the following events shall occurconstitute an “Amortization Event”:
(a) failure on the part of the Sellers Any Seller Party shall fail (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be madehereunder when due, or (ii) duly to perform or observe any term, covenant or perform agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which Transaction Document and such failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied shall continue for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;seven (7) consecutive Business Days.
(b) any representation Any representation, warranty, certification or warranty statement made by the Sellers any Seller Party in this Agreement Agreement, any other Transaction Document or in any Supplement other document delivered pursuant hereto or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) thereto shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $1,000,000; or the Sellers shall consent to default by any Seller Party in the appointment performance of a conservatorany term, receiver provision or liquidator condition contained in any insolvencyagreement under which any such Indebtedness was created or is governed, readjustment the effect of debt, marshalling of assets and liabilities or similar proceedings of or relating which is to such Seller or of or relating to all or substantially all its propertycause, or a decree to permit the holder or order holders of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservatorsuch Indebtedness to cause, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of such Indebtedness to become due prior to its affairs, shall have been entered against such Sellerstated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the Sellers date of maturity thereof.
(i) Any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, file or shall make a petition to take advantage of any applicable insolvency or reorganization statute, make an general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Hedge Providers (if any), the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its creditors debts under any law relating to bankruptcy, insolvency or voluntarily suspend payment reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its obligations property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any such act Seller Party, the Hedge Providers (if any), the Performance Provider or occurrence being an “Insolvency Event”);
any of their respective Subsidiaries shall take any corporate or other action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act;).
(e) a failure by Seller shall fail to comply with the Sellers to convey Receivables in Additional Accounts terms of Section 2.6 or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a);7.3 hereof.
(f) a Servicer As at the end of any Fiscal Month:
(i) the average of the Delinquency Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall exceed 7.00%, or
(ii) the average of the Default Ratio for such Fiscal Month and each of the two immediately preceding Fiscal Months shall occur; exceed 3.30%, or
(iii) Excess Spread is less than 0.75%.
(g) a Transfer Restriction Event A Change of Control shall occur; then.
(h) A Hedge Provider Downgrade shall occur and a replacement Hedge Provider meeting the requirements of Section 7.3 fails to assume such then current Hedge Provider’s obligations under this Agreement and the applicable Hedging Agreement as provided in Section 7.3 after such occurrence.
(i) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $1,000,000, individually or in the case aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.
(j) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any event described Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement.
(k) This Agreement shall terminate in paragraph whole or in part (aexcept in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.
(bl) If required to be in effect pursuant to Section 7.3, any Hedging Agreement shall for any reason not be in full force and effect.
(m) The Intercreditor Agreement shall terminate in whole or in part or shall cease to be in full force and effect or US Bank shall directly or indirectly contest in any manner the effectiveness or enforceability thereof.
(f)n) The Leverage Ratio shall at any time be greater than 3.50 to 1.0.
(o) Performance Provider shall fail to perform or observe any term, either covenant or agreement required to be performed by it under the Trustee Performance Undertaking, or the Holders Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of Performance Provider, or Performance Provider shall directly or indirectly contest in any Series of Investor Certificates to which manner such event relates by notice then given to the Sellers and the Servicer effectiveness, validity, binding nature or enforceability.
(and to the Trustee if given by the Investor Certificateholdersp) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series The ratio, determined as of the date end of each of PDCo’s fiscal quarters for the then most-recently ended four fiscal quarters of (i) Consolidated EBIT during such noticeperiod to (ii) Consolidated Interest Expense during such period, andall calculated for PDCo and its Subsidiaries on a consolidated basis, shall be less than 3.0 to 1.0.
(q) Any Person shall be appointed as an Independent Governor of Seller without prior notice thereof having been given to Agent in accordance with Section 7.1(b)(vii) or without the written acknowledgement by Agent that such Person conforms, to the satisfaction of Agent, with the criteria set forth in the case definition herein of any event described “Independent Governor.”
(r) Seller shall fail to pay in paragraph (c), (d), (e) full all of its Obligations to Agent and the Purchasers hereunder and under each other Transaction Document on or (g), subject prior to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such eventLegal Maturity Date.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Patterson Companies, Inc.)