Common use of Certain Termination Events Clause in Contracts

Certain Termination Events. During the continuance of any Early Amortization Event set forth in paragraphs (a) or (b) of Section 7.01 of the Pooling Agreement, until all Senior Obligations have been paid in full: (a) the Company shall cease making any payments to the Seller under this Seller Note; (b) the Trustee (on behalf of the Holders) may demand, ▇▇▇ for, collect and receive every payment or distribution of any kind made in respect of the Seller Subordinated Debt and file claims and proofs of claim and take such other action (including enforcing any security interest or other lien securing payment of the Seller Subordinated Debt) as the Trustee (on behalf of the Holders) may deem necessary for the exercise or enforcement of any of the rights or interests of Holders; provided that in the event the Trustee takes such action, it shall apply all proceeds first to the payment of costs under this Seller Note, then to the payment of the Senior Obligations and any surplus proceeds remaining thereafter to be paid over to whosoever may be lawfully entitled thereto; and (c) the Seller shall promptly take such action as the Trustee (on behalf of the Holders) may request (i) to file appropriate claims or proofs of claim in respect of the Seller Subordinated Debt; (ii) to execute and deliver to the Trustee (on behalf of the Holders) such powers of attorney, assignments, or other instruments as the Trustee may request in order to enable it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Seller Subordinated Debt, and (iii) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Seller Subordinated Debt for account of the Trustee (on behalf of the Holders).

Certain Termination Events. During the continuance of any Early Amortization Event set forth in paragraphs (a) or (b) of Section 7.01 of the Pooling Agreement, until all Senior Obligations have been paid in fullEvent: (a) the Company shall cease making any payments to the Seller Sellers under this Seller Note; (b) the Trustee (on behalf of the Holders) may demand, sue ▇▇▇ for▇, collect and receive every payment or distribution of any kind made in respect of the Seller Subordinated Debt and file claims and proofs of claim and take such other action (including enforcing any security interest or other lien securing payment of the Seller Subordinated Debt) as the Trustee (on behalf of the Holders) may deem necessary for the exercise or enforcement of any of the rights or interests of Holders; provided that in the event the Trustee takes such action, it shall apply all proceeds first to the payment of costs under this Seller Note, then to the payment of the Senior Obligations and any surplus proceeds remaining thereafter to be paid over to whosoever may be lawfully entitled thereto; and (c) the each Seller shall promptly take such action as the Trustee (on behalf of the Holders) may request (i) to file appropriate claims or proofs of claim in respect of the Seller Subordinated Debt; (ii) to execute and deliver to the Trustee (on behalf of the Holders) such powers of attorney, assignments, or other instruments as the Trustee may request in order to enable it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Seller Subordinated Debt, and (iii) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Seller Subordinated Debt for account of the Trustee (on behalf of the Holders). THIS SELLER NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES. INGR▇▇ ▇▇▇DING INC. By: --------------------------------- Name: Title: Schedule 1 to Seller Note Subordinated Loans and Payments of Principal Amount of Unpaid Amount of Principal Principal Notation Date Loans Repaid Balance Made By ---- --------- --------- --------- -------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Exhibit B to Amended and Restated Receivables Sale Agreement [FORM OF ADDITIONAL SELLER/SERVICER SUPPLEMENT] SUPPLEMENT, dated [ ], to (i) the Amended and Restated Receivables Sale Agreement, dated as of March 8, 2000 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Receivables Sale Agreement"), among Ingr▇▇ ▇▇▇ding Inc., the Seller named therein and the Servicer named therein and (ii) the Amended and Restated Servicing Agreement, dated as of March 8, 2000 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Servicing Agreement"), among Ingr▇▇ ▇▇▇ding Inc., Ingr▇▇ ▇▇▇ro Inc., as Master Servicer and Servicer and The Chase Manhattan Bank, as Trustee. Capitalized terms used herein and not defined herein shall have the respective meanings set forth in the Receivables Sale Agreement.