Facility Termination Events Clause Samples
Facility Termination Events. Each of the following shall --------------------------- constitute a Facility Termination Event under this Agreement:
(a) Default in the payment when due of any principal of any Advance, which default shall continue unremedied for one Business Day, or default in the payment of any other amount payable by the Borrower hereunder, including, without limitation, any Yield on any Advance or any Fees which default shall continue for one Business Day; or the Borrower shall fail to comply with the Clean-Up Requirement during any Clean-Up Period;
(b) The Borrower or AFS (in any capacity) or any Seller shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or in any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Sections 11.7 and 11.8, ------------- ---- as to each of which no grace period shall apply, any such failure shall remain unremedied for 30 days (two Business Days with respect to Section 11.6) after ------------ knowledge thereof or after written notice thereof shall have been given by the Agent to AFS;
(c) Any representation or warranty of the Borrower or AFS (in any capacity) or any Seller made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower, AFS or any Seller to the Agent or the Lenders for purposes of or in connection with this Agreement or any other Transaction Document (including any Servicer's Certificate or any Borrowing Base Confirmation delivered pursuant to Section 7.3) shall prove to have been false ----------- or incorrect in any material respect when made or deemed to have been made and, within 30 days after the earlier of knowledge thereof by a Responsible Officer of the Borrower or AFS, as the case may be, and the date written notice thereof shall have been given to the Borrower or AFS, as the case may be, by the Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; provided that no breach shall be deemed to occur hereunder in respect of any -------- representation or warranty relating to eligibility of any Receivable on its Purchase Date to the extent AFS has repurchased such Receivable in accordance with the provisions hereof or of the Purchase Agreement;
(d) An Event of Bankruptcy shall have occ...
Facility Termination Events. Any of the following acts or occurrences shall constitute a Facility Termination Event under this Servicing Agreement (each a “Facility Termination Event”):
(a) The Servicer shall fail to deliver to the Collateral Agent any Asset Proceeds received by the Servicer as and when required in accordance with this Servicing Agreement or the Credit Agreement, or the Servicer shall fail to pay to the Lender any payment in the amount and on the date required to be made in accordance with this Servicing Agreement and either such failure is a result of Bad Faith on the part of the Servicer or any Affiliated Party;
(b) The Servicer shall fail to observe or perform in any respect any covenant or agreement required to be performed thereby under this Servicing Agreement or under any other Loan Document to which the Servicer is a party and such failure is a result of Bad Faith on the part of the Servicer or any Affiliated Party; provided, that, any failure to perform its obligations under Section 5.2(d) on an arms-length basis or any failure to perform its obligations under Section 5.2(h) shall constitute Bad Faith;
(c) Any representation, warranty or statement of the Servicer made in this Servicing Agreement, or in any certificate, report or other statement, in writing or orally, delivered to any party hereto and pursuant hereto or thereto, shall prove to be incorrect in any material respect as of the date made and such incorrect representation, warranty or statement is a result of Bad Faith on the part of the Servicer or any Affiliated Party;
(d) The Servicer shall make an assignment for the benefit of creditors; or the Servicer shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or the consent of the Servicer (with respect to an action against the Servicer); or the Servicer shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Servicer; or any judgment, writ, warrant of attachment or execution for similar process shall be issued or levied against a substantial part of the property of the Servicer;
(e) a petition n...
Facility Termination Events. Each of the following shall constitute a Facility Termination Event under this Agreement:
Facility Termination Events. The occurrence of any one or more of the following events shall constitute a Facility Termination Event:
(a) Any representation, warranty, certification, or statement made by the Depositor, any Eligible Originator or the Originator in any of the Operative Documents, shall prove to have been incorrect in any material respect when made or deemed made (other than any representation or warranty with respect to the Accounts or the eligibility thereof);
(b) Failure of the Originator, any Eligible Originator or the Depositor to pay or deposit any amounts when required hereunder or under any other Operative Document;
(c) The default by any Eligible Originator, the Originator or the Depositor, in the performance of any covenant or undertaking, (other than, with respect to the Depositor, in its capacity as Master Servicer) to be performed or observed under any Operative Document and such default continues unremedied for thirty (30) days;
(d) A Servicer Default or an event of default under the Subservicing Agreements shall have occurred;
(e) any Person shall institute steps to terminate any Pension Plan if the assets of such Pension Plan are insufficient to satisfy all of its benefit liabilities (as determined under Title IV of ERISA), or a contribution failure occurs with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA;
(f) any material provision of this Loan Agreement or any other Operative Document to which the Originator, any Eligible Originator or the Depositor is a party shall cease to be in full force and effect or the Originator, any Eligible Originator or the Depositor shall so state in writing; or
(g) an Event of Default shall occur.
Facility Termination Events. Each of the following shall constitute a Facility Termination Event under this Agreement:
i. Default in the payment when due of any principal of any Advance, which default shall continue unremedied for one Business Day, or default in the payment of any other amount payable by the Borrower or Drive (in any capacity) hereunder, including, without limitation, any Interest on any Advance which default shall continue for one Business Day;
ii. The Borrower or Drive (in any capacity) shall fail to perform or observe any other term, covenant or agreement contained in this Agreement, or any other Transaction Document on its part to be performed or observed and, except in the case of the covenants and agreements contained in Sections 11.7 and 11.8, as to each of which no grace period shall apply, any such failure shall remain unremedied for 30 days (two days with respect to Section 11.6) after knowledge thereof or after written notice thereof shall have been given by the Agent to the Borrower or Drive;
iii. Any representation or warranty of the Borrower or Drive (in any capacity) made or deemed to have been made hereunder or in any other Transaction Document or any other writing or certificate furnished by or on behalf of the Borrower or Drive (in any capacity) to the Agent for purposes of or in connection with this Agreement or any other Transaction Document (including any Servicer's Certificate or Borrowing Base Confirmation) shall prove to have been false or incorrect in any material respect when made or deemed to have been made; provided that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to the "eligibility" of any Receivable if such Receivable shall have been purchased or repurchased by the Servicer or the Seller;
iv. An Insolvency Event shall have occurred and be continuing with respect to the Borrower or Drive;
v. The aggregate principal amount of all Advances outstanding hereunder exceeds the Borrowing Base and such condition continues unremedied for one Business Day (such excess referred to as the "Borrowing Base Deficiency");
vi. The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Borrower or any material portion of the assets of Drive and such lien shall not have been released within 5 Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA w...
Facility Termination Events. 86 SECTION 14.2 Effect of Facility Termination Event.................88 SECTION 14.3 Rights Upon Event of Default.........................88
Facility Termination Events. The occurrence of any one or more of the following events shall constitute a “Facility Termination Event”:
Facility Termination Events. Section 13.1
Facility Termination Events. The occurrence of any one or more of the following events shall constitute a “Facility Termination Event”:
(a) Failure by any Loan Party to pay or deposit (i) when due any Principal, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any Interest on any Loan, any Fee or any other Aggregate Unpaid (other than Principal) within five (5) Business Days after the date due therefor.
(b) Any Loan Party shall fail to perform or observe any covenant contained in any provision of Section 5.2, Section 6.2(c) or Section 6.6.
(c) Any Loan Party shall fail to perform or observe any other covenant, agreement or other obligation under this Agreement (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 unremedied for thirty (30) consecutive days following the earlier to occur of (i) notice from the Administrative Agent and (ii) the date on which a Responsible Person of a Loan Party otherwise becomes aware of such non-performance or non-observance.
(d) Any representation, warranty, certification or statement made by any Loan Party in any Transaction Document to which it is a party or that is contained in any certificate, document or financial or other statement furnished by it at any time pursuant to this Agreement or any such other Transaction Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made.
(i) Any Loan Party or Material Originator shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any proceeding shall be instituted by or against any Loan Party or Material 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, except in the case of a proceeding involving such Loan Party or Material Originator which was instituted by, or with the cooperation of, or acquiesced in by, such Loan Party or Material Originator, such proceeding remains undismissed, unvacated or unstayed for a perio...
Facility Termination Events. Unless disputed in good faith, the following shall be “Facility Termination Events” with respect to a Facility: