Common use of Facility Termination Events Clause in Contracts

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 with regard to any of the assets of the Borrower or Drive and such lien shall not have been released within 5 Business Days; vii. (i) Any Transaction Document or any lien or security interest granted thereunder by the Borrower, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; or

Facility Termination Events. Each If any of the following shall constitute events occurs (each, a “Facility Termination Event under this Agreement:Event”): i. Default (a) other than as set forth in Section 8.02(a), 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 limitationBorrower, any Interest on any Advance which default shall continue for one Business Day; ii. The Borrower Seller or Drive (in any capacity) the Administrator shall fail to perform or observe any other material term, covenant or agreement contained in this Agreement, hereunder or under any other Transaction Document on its part to be performed or observed andFacility Document, 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 continue for 30 days ten (two days with respect to Section 11.610) after Business Days following the earlier of actual knowledge thereof of such failure by a Responsible Officer of such Person or after receipt by such Person of written notice thereof shall have been given of such failure by the Agent to the Borrower or Driveany Lender; iii. Any representation (b) as of any Monthly Reporting Date, the Rolling Three Month Reimbursement Percentage is less than 15.0%; (c) as of any Monthly Reporting Date, the Weighted Average Liquidation Period exceeds fifteen (15) months; (d) as of any Monthly Reporting Date, the Weighted Average Months Outstanding exceeds twenty four (24) months; (e) a Change of Control shall occur; (f) any Seller or warranty the Administrator shall fail to make any payment (whether of the Borrower principal or Drive (in any capacityinterest and regardless of amount) 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 Indebtedness with a principal amount in excess of $5,000,000, when and as the same shall become due and payable (subject to any applicable grace period) or warranty relating to the "eligibility" any event or condition occurs and, while continuing, results in any Indebtedness of any Receivable if such Receivable shall have been purchased or repurchased by the Servicer Seller or the Administrator in with a principal amount in excess of $5,000,000 becoming due prior to its scheduled maturity or that enables or permits (subject to any applicable grace period) the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; (g) the Annual Net Cash Provided by Operating Activities of the Parent shall be less than $50,000,000; (h) as of the last day of any fiscal quarter of the Administrator, the Tangible Net Worth of the Administrator shall be less than $25,000,000; (i) ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac shall terminate any Seller as an approved servicer; (j) the occurrence of any Servicer Termination Event that would result in a Material Adverse Effect on a Seller; iv. An Insolvency Event (k) any Seller shall fail to comply with (i) the Stop Advance Criteria, (ii) Nonrecoverable Advance Policy or (iii) other policy that if not complied with by such Seller would have occurred and be continuing with respect to the Borrower or Drivea Material Adverse Effect; v. The aggregate principal amount of all Advances outstanding hereunder exceeds (l) 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 Verification Agent is terminated by the Borrower or any material portion of their Affiliates or subsidiaries and such termination becomes effective prior to the selection and approval by the Agent of a successor verification agent (such approval not to be unreasonably withheld or delayed) and the assumption of the assets of Drive and Verification Agent’s duties by such lien shall not have been released within 5 Business Days, or the Pension Benefit Guaranty Corporation shall file notice successor verification agent; (m) any failure of a lien pursuant Seller to Section 4068 comply with any applicable Requirement of ERISA with regard to any Law regarding licensing, consumer lending or debt collection practices that would have a Material Adverse Effect; (n) the aggregate notional amount under all Interest Rate Hedge Agreements shall be less than seventy percent (70.0%) of the assets Aggregate Loan Amount; or (o) the aggregate notional amount under all Interest Rate Hedge Agreements shall be less than eighty percent (80.0%) but greater than seventy percent (70%) of the Borrower Aggregate Loan Amount and the same shall continue unremedied for thirty (30) days after the earlier of actual knowledge thereof by a Responsible Officer of the Administrator or Drive and such lien shall not have been released within 5 Business Days; vii. (i) Any Transaction Document receipt by the Administrator of written notice thereof by the Agent or any lien or security interest granted thereunder by Lender. then, upon the Borroweroccurrence of any such event, shall the Agent (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be at the legally valid, binding and enforceable obligation direction of the Borrower; orRequired Lenders) may, by written notice to the Borrower and the Administrator, declare the Termination Date to have occurred.

Facility Termination Events. Each If any of the following shall constitute events (each a “Facility Termination Event under this AgreementEvent”) shall occur and be continuing: i. Default (a) an Event of Bankruptcy shall occur with respect to: (i) any Transaction Party; or (ii) any D▇▇▇ European Entity (other than a Transaction Party) and the occurrence of such Event of Bankruptcy has, or is reasonably expected to have, a Material Adverse Effect; (b) the Administrative Agent, on behalf of the Secured Parties, shall, for any reason, fail or cease to have a valid and perfected first priority charge, security interest or pledge in the payment when due of any principal of any Advance, which default shall continue unremedied for one Business DayCollateral prior to all other interests, or default in the payment of there shall exist any Adverse Claims on such Collateral 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 Daythan Permitted Adverse Claims; ii. The Borrower or Drive (in c) any capacity) Change of Control shall fail occur with respect to perform or observe any other term, covenant or agreement contained in this Agreement, Facility Party or any other Transaction Document on its part D▇▇▇ European Entity (other than the Spanish Account SPV or any Originator); (d) the Fixed Charge Coverage Ratio shall at any time be less than: (i) 1.25:1 and the Fixed Charge Coverage Ratio has not been recalculated and increased back up to be performed or observed and, at least 1.25:1 in accordance with Clause 10.3 (Financial covenant) of the Performance Undertaking within the time specified in such Clause; or (e) except in the case of a termination expressly permitted under Clause 10.12 (Limitation on the covenants addition and agreements contained in Sections 11.7 and 11.8, as to each termination of which no grace period shall applyOriginators), any such failure shall remain unremedied for 30 days Transaction Document (two days with respect other than any Originator Sale Agreement, Account Security Agreement or the Spanish Account Agency Agreement, in each case, to Section 11.6the extent any termination thereof constitutes a Seller Termination Event under an Originator Sale Agreement) after knowledge thereof or after written notice any material provision thereof shall cease, for any reason, to be in full force and effect, or any Transaction Party shall so assert in writing or any Transaction Party shall otherwise seek to terminate or disaffirm its material obligations under any such Transaction Document; (f) any Facility Suspension Event is continuing after, or not otherwise remedied prior to, 15 Business Days after such Facility Suspension Event occurred; (g) the issue of a moral hazard notice by tPR to any D▇▇▇ European Entity; then, and in any such event, the Administrative Agent may, in its discretion, and shall, at the direction of the Required Lenders, declare the Facility Termination Date to have been given by the Agent occurred upon notice 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 which case 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 Facility Termination Date shall be deemed to occur hereunder in respect have occurred); provided that automatically upon the occurrence of any representation event (without any requirement for the giving of notice) described in Clause 7.2(a), the Facility Termination Date shall occur. Upon any such declaration or warranty relating upon such automatic termination, the Lenders and the Administrative Agent shall have, in addition to the "eligibility" of any Receivable if such Receivable rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under applicable Law, which rights and remedies 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 with regard to any of the assets of the Borrower or Drive and such lien shall not have been released within 5 Business Days; vii. (i) Any Transaction Document or any lien or security interest granted thereunder by the Borrower, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower; orcumulative.