Purchase Termination Events. If any of the following events (herein called "Purchase Termination Events") shall have occurred and be continuing: (a) any Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when due; or (b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or (c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or (d) any representation, warranty, certification or statement made or deemed made by any Seller to this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereof; or (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or (i) there shall have occurred a Termination Event under the Receivables Transfer Agreement or (ii) the Amortization Period shall have commenced; or (g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or (h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or (i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or (j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lien; then, (aa) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Receivables Sale Agreement (Waste Management Inc /De/)
Purchase Termination Events. If any of the following events (herein called each, a "Purchase Termination EventsEvent") shall have occurred occur and be continuing:
(a) any Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 representation or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when due; or
(b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement warranty made or deemed made by any Seller to or on behalf of Originator under or in connection with this Agreement or in any statement, record, certificate, financial statement Purchase Report or other document information or report delivered by Originator pursuant to this Agreement hereto shall prove to have been false or misleading incorrect in any material respect on or as of the date when made or deemed made; provided, however, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach the falsity or incorrectness of any representation or warranty set forth in subsection 4.2 if the Sellers made pursuant to Section 4.2(a) with respect to any Receivable shall have not constitute a Purchase Termination Event so long as Originator has complied with the provisions of subsection 2.6 its obligations in respect thereof; orof such Receivable pursuant to Section 2.4;
(b) Originator shall fail to (i) an involuntary proceeding shall be commenced perform or an involuntary petition shall be filed observe any term, covenant or agreement contained in a court of competent jurisdiction seeking Sections 5.1(b), 5.1(c), 5.1(d), 5.1(g), 5.1(h), 5.1(i), 5.1(j), 5.1(k), 5.1(l), 5.1 (xm) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code5.1 (n), as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) make any Seller payment or Seller Guarantor deposit to be made by it hereunder within three (3) Business Days after the same became due and payable;
(c) Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and any such failure shall remain unremedied for thirty (t30) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, days;
(d) Originator shall generally not pay its debts as now constituted or hereafter amendedsuch debts become due, or any other Federalshall admit in writing its inability to pay its debts generally, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) shall make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) shall take any corporate action for the purpose of effecting to authorize any of the foregoingactions set forth above in this subsection (d) or Originator shall be the subject of an Event of Bankruptcy;
(e) Originator transfers, sells or otherwise disposes of (whether in one transaction or a series of transactions) all or substantially all of its assets; or
(if) there the Loan Agreement shall cease to be in full force and effect, a Significant Event shall have occurred a Termination Event under the Receivables Transfer Loan Agreement or (ii) the Amortization Period Lender's Commitment under the Loan Agreement shall have commenced; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lienterminated; then, (aa) and in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect such event, Purchaser may, by notice to any SellerOriginator, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate declare its obligation to purchase Receivables from Originator to be terminated, whereupon such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events obligation shall forthwith be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller)terminated; provided, however, that in the case of any event of an involuntary petition or proceeding -------- ------- as described in paragraphs subsection (e)(id) above, such termination shall automatically occur upon the Company shall not happening of such event. No termination under this Section 7.1 of Purchaser's obligation to purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days affect the then-existing obligations of the filing of such petition or the commencement of such proceedingOriginator hereunder (other than Originator's obligations to sell Receivables to Purchaser pursuant hereto).
Appears in 1 contract
Sources: Receivables Purchase Agreement (Central Freight Lines Inc/Tx)
Purchase Termination Events. If If, with respect to USFS, any of the following events (herein called each, a "Purchase Termination Events"PURCHASE TERMINATION EVENT" with respect to USFS) shall have occurred and be continuing:
(a) any Seller USFS shall fail (i) to pay make any amount payment or deposit to be made by it hereunder when due pursuant to subsection 2.5 or 2.6 in accordance with the provisions thereof and such failure shall continue remain unremedied for two Business Days; or
(b) There shall have occurred (i) an Early Amortization Event set forth in Section 7.1 of the Pooling Agreement or (ii) the Amortization Period with respect to all outstanding Series shall have occurred and be continuing; or
(c) Any representation or warranty made or deemed to be made by USFS or any of its officers under or in connection with any Transaction Document, Monthly Settlement Statement or other information, statement, record, certificate, document or report delivered pursuant to a period Transaction Document shall (i) prove to have been false or incorrect in any material respect when made or deemed made (including in each case by omission of five days from information necessary to make such representation, warranty, certificate or statement not materially misleading) and (ii) continue to be materially false or incorrect until 10 Business Days after the earlier of (A) the date any officer Responsible Officer of such Seller or the Master Servicer USFS obtains knowledge of such default thereof and (B) the date such Seller USFS receives notice of the incorrectness of such default representation or warranty from the Company Company, the Servicer or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when dueTrustee; or
(bd) any Seller USFS shall fail to perform or observe any of the covenants or perform any covenant or agreement applicable to it contained agreements set forth in subsection 5.2. 5.7, 5.8, 5.13(bSection 5.1 (other than in clauses (b), 5.14 or 5.16(a(c), (e), (i), (k) (o), (t)(iii), (t)(iv) or Article VI; provided(v)), that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof5.2 or 5.3; or
(ce) any Seller USFS shall fail to perform or observe or perform in any other term, covenant or agreement applicable contained in any Transaction Document on its part to it contained herein be performed or observed (other than as specified described in any other paragraph (a) or (b) of this Article VII); provided, that no Section 6.1) and any such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue remain unremedied for a period of 30 consecutive days 10 Business Days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer USFS obtains knowledge of such default failure and (B) the date such Seller USFS receives notice of such default thereof from the Company Company, the Servicer or the Administrative AgentTrustee; or
(df) Any Transaction Document to which USFS is a party, or any representationmaterial provision thereof, warrantyshall cease, certification for any reason, to be in full force and effect, or statement made to be the legally valid, binding and enforceable obligation of, or deemed made by any Seller to this Agreement USSC, or USFS shall so assert in any statementwriting, record, certificate, financial statement or other document delivered pursuant to this Agreement the Company shall prove fail to have been false a valid and perfected first priority ownership or misleading security interest in the Receivables and the Receivables Property, subject to no other Liens or USFS or any material respect on or as of the date made or deemed made; provided, that a Purchase -------- Termination Event Affiliate shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth so assert in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereofwriting; or
(g) (i) an involuntary USFS shall commence any case, proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking other action (xA) relief in respect under any existing or future law of any Seller jurisdiction, domestic or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Codeforeign, as now constituted or hereafter amended, or any other Federal, State or foreign relating to bankruptcy, insolvency, receivership reorganization or similar lawrelief 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 reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (yB) the seeking appointment of a receiver, trustee, custodian, sequestrator, conservator custodian or other similar official for any Seller or Seller Guarantor it or for a all or any substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amendedits assets, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) USFS shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against USFS any case, proceeding or other action of a nature referred to in clause (i) above which remains undismissed, undischarged or unbonded for a period of 30 days or an order for relief, decree, adjudication or appointment shall occur; (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 30 days; or (iii) there shall be commenced against USFS or any of its 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 which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof, or (iv) USFS or any of its 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), (yii), or (iii) become unableabove; or (v) USFS shall generally not, or shall be unable to, or shall admit in writing its inability or fail generally to to, pay its debts as they become due; or
(h) USFS has been terminated as Servicer following a Servicer Default with respect to USFS under the Servicing Agreement;
(i) [Intentionally Omitted];
(j) default by USSC or USFS in the payment of an Indebtedness equal to or in excess of $25,000,000 or the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed and the lender parties thereto shall have caused such Indebtedness to come due prior to its stated maturity;
(k) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against USSC or USFS or any of its properties, revenues or rights which could reasonably be expected to have a Material Adverse Effect with respect to such Person;
(l) one or more judgments for the payment of money (to the extent not bonded or covered by insurance to the reasonable satisfaction of USFS or its assigns) shall be rendered against USFS or any combination thereof (A) in an aggregate amount greater than $25,000,000 or (zB) take that, individually or in the aggregate, have resulted or could reasonably be expected to result in a Material Adverse Effect and, in either case, the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action for the purpose shall be legally taken by a judgment creditor to levy upon assets or properties of effecting USSC or USFS to enforce any of the foregoingsuch judgment; or
(i) there shall have occurred been filed against USSC or USFS a Termination Event under notice of federal tax Lien or Liens with respect to any amounts in the Receivables Transfer Agreement aggregate exceeding $5,000,000 from the Internal Revenue Service, and 40 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged; (ii) the Amortization Period shall have commenced; or
(g) any Seller ceases formal step is taken to be aterminate any Plan, direct or indirect, wholly owned Subsidiary of WMI; or
(h) other than a notice of Lien shall have been filed by the PBGC against any Seller standard 41 termination under Section 412(n4041(b) of the Code ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n(iii) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against USSC or such Seller a notice of any Seller unless there other Lien the existence of which could reasonably be expected to have a Material Adverse Effect on the business, operations or financial condition of such Person, and 40 days shall have elapsed without such notice having been delivered to the Administrative Agent proof of release of effectively withdrawn or such Lien; Lien having been released or discharged;
(n) then, (aax) in the case of any Purchase Termination Event with respect to USFS described in paragraph (eb)(i) or (other than clause (ii)(yg) thereof) above with respect to any Sellerabove, automatically the obligation of the Company to purchase Receivables from such Seller USFS shall thereupon automatically terminate without further notice of any kind, which is hereby waived by USFS, (y) in the case of any Purchase Termination Event with respect to USFS described in paragraph (b)(ii) above, the obligation of the Company to purchase Receivables from USFS shall thereupon terminate without notice of any kind, which is hereby waived by USFS, unless both the Sellers; Company and USFS agree in writing that such event shall not trigger an Early Termination hereunder and (bbz) in the case of any other Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any SellerUSFS, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller USFS by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers USFS (any termination with respect to USFS pursuant to clause (aax), (bb), (ccy) or (ddz) of this Article VII which affects a Seller Section 6.1 is herein called an "Early TerminationEARLY TERMINATION" with respect to such SellerUSFS); providedPROVIDED, howeverHOWEVER, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(ig)(ii) and (g)(iii) above, the Company shall not purchase Receivables from such Seller USFS until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Usfs Receivables Sale Agreement (United Stationers Supply Co)
Purchase Termination Events. If any of the following events (herein called each a "Purchase Termination EventsEvent") shall occur:
(a) The Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other Facility Document when due and such failure shall continue for two (2) Business Days;
(b) The Originator shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Facility Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Purchaser or any Affected Party gives notice thereof to a Responsible Officer of the Originator or the Originator otherwise obtains knowledge thereof;
(c) Any representation or warranty made or deemed to be made by the Originator under or in connection with this Agreement or any other Facility Document shall prove to have been materially false or incorrect (except that the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) when made or deemed made or delivered;
(d) The Purchaser shall cease to have a valid and perfected first priority ownership interest in each Purchased Receivable transferred hereunder and the Related Security, Collections and other Transferred Assets with respect thereto; or immediately prior to each Purchase hereunder, the Originator shall cease to have a valid and perfected first priority ownership interest therein;
(i) An Event of Termination under the Loan and Servicing Agreement shall occur, or (ii) the Termination Date under the Loan and Servicing Agreement shall occur;
(f) An Event of Bankruptcy shall occur with respect to the Originator;
(g) The Purchaser shall fail to make any payment in respect of any Indebtedness when and as the same shall become due and payable or (B) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Purchaser has outstanding Indebtedness; or (ii) (A) the Originator or any Subsidiary (other than the Purchaser) 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 (subject to any applicable grace period) or (B) any event or condition occurs and, while continuing:, results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (subject to any applicable grace period) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or to Capital Leases that terminate as a result of the voluntary sale or transfer of or a casualty or condemnation affecting the property or assets subject thereto;
(ah) One or more judgments for the payment of money in an aggregate amount in excess of $75,000,000 and not covered by insurance shall be rendered against Sherwin-Williams, any Seller shall fail Subsidiary of Sherwin-Williams (iother tha▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇) to pay or any amount due pursuant to subsection 2.5 or 2.6 in accordance with the provisions combination thereof and such failure the same shall continue unremedied remain undischarged for a period of five 60 consecutive days from during which execution shall not be effectively stayed, vacated or bonded pending appeal, or any action shall be legally taken by a judgment creditor to attach or levy upon material assets of Sherwin-Williams or any Subsidiary of Sherwin-Williams (other than th▇ ▇▇▇▇▇▇▇▇r) to enforce one or m▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇r the earlier payment of money in an aggregate amount in excess of $75,000,000;
(Ai) Any of this Agreement, the date any officer of such Seller Loan and Servicing Agreement or the Master Servicer obtains knowledge of such default Subordinated Note shall cease to be in full force and (B) the date such Seller receives notice of such default from the Company effect or the Administrative Agent Originator shall so assert in writing or otherwise seek to terminate or disaffirm its obligations under any such Facility Document at any time following the execution thereof;
(iij) A Change in Control shall have occurred;
(k) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when dueresult in a Material Adverse Effect; or
(bl) The Originator receives notice or becomes aware that a notice of federal tax lien has been filed against it; then, in any Seller shall fail such event, the Purchaser may, by notice to observe or perform any covenant or agreement applicable the Originator, declare the Purchase Termination Date to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VIhave occurred; provided, that a however, that, in the case of any event described in subsection (f) above the Purchase Termination Event -------- Date shall not be deemed to have occurred under this paragraph (b) based automatically upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement made or deemed made by any Seller to this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereof; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(i) there shall have occurred a Termination Event under the Receivables Transfer Agreement or (ii) the Amortization Period shall have commenced; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lien; then, (aa) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one such event. Upon the declaration or more automatic occurrence of the Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuingDate, the Company may (subject Purchaser shall cease to subsection 9.4) terminate its obligation to purchase Receivables make Purchases from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceedingOriginator hereunder.
Appears in 1 contract
Sources: Purchase and Contribution Agreement (Sherwin Williams Co)
Purchase Termination Events. If any of the following events (herein called "Purchase Termination Events") shall have occurred and be continuing:
(a) any the Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 2.5, 2.6 or 2.6 8.3 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two five Business Days of the date when due; or
(b) any the Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, provided that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any the Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, provided that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 60 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative AgentCompany; or
(d) any representation, warranty, certification or statement made or deemed made by any the Seller to this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date made or deemed made; provided, provided that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereof; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of any the Seller or Seller Guarantor or of a substantial part of the property or assets of any the Seller or Seller Guarantor under Title 11 of the United States Bankruptcy Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any the Seller or Seller Guarantor or for a substantial part of the property or assets of any the Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantorthe Seller; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any the Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Bankruptcy Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller GuarantorSeller, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(if) there shall have occurred a an Event of Termination Event under the Receivables Transfer Agreement or (ii) the Amortization Period shall have commencedPooling and Servicing Agreement; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any the Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent Trustee proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(jh) a Federal federal tax notice of Lien, in an amount equal to or greater than $1,000,000, Lien shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent Trustee proof of release of such Lien; then, (aa) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) or paragraph (g) above with respect to any Seller, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the SellersSeller; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the SellersSeller; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.48.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.48.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, however that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Stone Container Corp)
Purchase Termination Events. (a) If any of the following events (herein called "each a “Purchase Termination Events"Event”) shall have occurred and be continuing:
(ai) any the Seller shall fail (i) to pay any amount due pursuant required to subsection 2.5 or 2.6 in accordance with be paid by the provisions thereof Seller hereunder and such failure shall continue unremedied for a period of five days two (2) Business Days from the earlier of (A) the date any officer Responsible Officer of such the Seller or the Master Servicer obtains knowledge of such default failure and (B) the date such the Seller receives notice of such default failure from the Company Buyer, the Collateral Manager, the Collateral Agent or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when dueAgent; or
(bii) any the Seller shall fail to observe or perform any covenant or agreement applicable to it contained the covenants set forth in subsection 5.2. 5.7, 5.8, 5.13(bSections 5.1(a), 5.14 or 5.16(a5.1(b), 5.1(f), 5.1(h), 5.1(j), 5.1(p) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof5.2; or
(ciii) any the Seller shall fail to observe or perform in any material respect any covenant or agreement applicable to it contained herein (other than as specified in paragraph clause (a) or (bi) of this Article VIISection 8.1(a)); provided, provided that no such failure -------- shall constitute a Purchase Termination Event under this paragraph clause (cii) unless such default failure shall continue unremedied for a period of 30 consecutive thirty (30) days from (if such failure can be remedied) after the earlier to occur of (Ai) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Seller by the Buyer or the Administrative Agent and (ii) the date on which any Responsible Officer of such the Seller or the Master Servicer obtains acquires knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement made or deemed made by any Seller to this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereof; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(iiv) there shall have occurred a Termination an Insolvency Event under relating to the Receivables Transfer Agreement or (ii) the Amortization Period shall have commencedSeller; or
(gv) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to occurred (A) an Event of Default under the Administrative Agent proof Credit and Security Agreement or (B) the termination of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such LienReinvestment Period; then, (aaA) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(yiv) thereof) above with respect to any Sellerabove, automatically the obligation of the Company Buyer to purchase Receivables Transferred Assets from such the Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; Seller unless both the Buyer and the Seller (bbwith the written consent of the Administrative Agent) agree in writing that such event shall not trigger an Early Termination (as defined below) hereunder and (B) in the case of any other Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any SellerEvent, so long as such Purchase Termination Event shall be continuing, the Company Buyer or the Administrative Agent may (subject to subsection 9.4) terminate its the Buyer’s obligation to purchase Receivables Transferred Assets from such the Seller by written notice to such the Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause the foregoing clauses (aaA), (bb), (cc) or (ddB) of this Article VII which affects a Seller is herein called an "“Early Termination" with respect to such Seller”); provided, however, provided that in the event of an a Purchase Termination Event has occurred due to any involuntary petition or proceeding -------- ------- with respect to Seller as described in paragraphs (e)(i) abovethe definition of Insolvency Event, the Company Buyer shall not purchase Receivables Transferred Assets from such the Seller until such time, if any, as unless such involuntary petition or proceeding has been is dismissed; provided, that such dismissal shall -------- have occurred bonded or discharged within 60 sixty (60) days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Sale, Contribution and Master Participation Agreement (TICC Capital Corp.)
Purchase Termination Events. If If, with respect to any Seller, any of the following events (herein called each, a "Purchase Termination Events"PURCHASE TERMINATION EVENT" with respect to such Seller) shall have occurred and be continuing:
(a) any The Seller shall fail (i) to pay make any amount payment or deposit to be made by it hereunder when due pursuant to subsection 2.5 or 2.6 in accordance with the provisions thereof and such failure shall continue remain unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when dueDays; or
(b) any Seller There shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (bi) based upon a failure an Early Amortization Event set forth in Section 7.1 of the Pooling Agreement or (ii) the Amortization Period with respect to observe a covenant giving rise to a Repurchase Event if the Seller all Outstanding Series shall have complied with the provisions of subsection 2.6 in respect thereofoccurred and be continuing; or
(c) Any representation or warranty made or deemed to be made by such Seller or any Seller of its officers under or in connection with any Transaction Document, Daily Report, Monthly Settlement Statement or other information, statement, record, certificate, document or report delivered pursuant to a Transaction Document shall fail prove to observe have been false or perform incorrect in any covenant material respect when made or agreement applicable deemed made (including in each case by omission of material information necessary to it contained herein (other than as specified in paragraph (a) make such representation, warranty, certificate or (b) of this Article VIIstatement not misleading); providedPROVIDED, that no such failure -------- event shall constitute a Purchase Termination Event under this paragraph (c) unless such default event shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge thereof and (B) the date such Seller receives notice of the incorrectness of such representation or warranty from the Company or the Master Servicer Trustee; PROVIDED, FURTHER,that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (c) based upon a breach of any representation or warranty set forth in Section 4.02 with respect to any Receivable if the Sellers shall have complied with the provisions of subsection 2.06, as the case may be; or
(d) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in subsection 5.01(c) or (i), subsections 5.02(b), (c) or (d) or Section 5.03 of this Agreement on its part to be performed or observed and any such failure shall remain unremedied for five Business Days; or such Seller shall fail to perform or observe any other such term, covenant or agreement contained in Section 5.01 or 5.02 of this Agreement; PROVIDED, that no failure to perform or observe any other term, covenant or agreement contained in Section 5.01 or 5.02 of this Agreement shall constitute a Purchase Termination Event unless such event shall continue unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge of such default failure and (B) the date such Seller receives notice of such default failure from the Company or the Administrative AgentTrustee; or
(d) any representationPROVIDED, warranty, certification or statement made or deemed made by any Seller to this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date made or deemed made; providedFURTHER, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty covenant set forth in subsection 4.2 5.01(c), (f) or (g) or Section 5.03 with respect to any Receivable if the Sellers shall have complied with the provisions of subsection 2.6 2.06, as the case may be; or
(e) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in respect thereofany Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge of such failure and (B) the date such Seller receives notice thereof from the Company, the Servicer, the Trustee or any Agent; or
(f) Any Transaction Document to which such Seller is a party shall cease, for any reason, to be in full force and effect, or Core-▇▇▇▇ or such Seller shall so assert in writing, or the Company shall fail to have a valid and perfected first priority ownership interest in substantially all of the Receivables and the Receivables Property; or
(i) an involuntary such Seller shall commence any case, proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking other action (xA) relief in respect under any existing or future law of any Seller jurisdiction, domestic or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Codeforeign, as now constituted or hereafter amended, or any other Federal, State or foreign relating to bankruptcy, insolvency, receivership reorganization or similar lawrelief 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 reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (yB) the seeking appointment of a receiver, trustee, custodian, sequestrator, conservator custodian or other similar official for any Seller or Seller Guarantor it or for a all or any substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amendedits assets, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against such Seller any case, proceeding or other action 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; or (iii) there shall be commenced against such Seller or any of its 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 which results in the 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 entry thereof; or (iv) such Seller or any of its respective Subsidiaries shall take any action in furtherance of any of the acts set forth in clause (i), (yii), or (iii) become unableabove; or (v) such Seller shall generally not, or shall be unable to, or shall admit in writing its inability or fail generally to to, pay its debts as they become due or due; or
(zh) take any action for Core-▇▇▇▇ has been terminated as Servicer following a Servicer Default with respect to Core-▇▇▇▇ under the purpose of effecting any of the foregoingServicing Agreement; or
(i) 15 days shall have elapsed after there shall have occurred be filed against such Seller a Termination Event under (i) a notice of federal tax Lien from the Receivables Transfer Agreement Internal Revenue Service with respect to taxes exceeding $100,000 or (ii) the Amortization Period shall have commenced; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by with respect to taxes exceeding $100,000 from the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies applies; or (iii) a notice of state tobacco excise tax Lien with respect to taxes exceeding $100,000 in the aggregate from any state Governmental Authority, unless in each case there shall have been delivered to the Administrative Agent Trustee and each Rating Agency proof of the release of, or payment of amounts secured by, such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or;
(j) there shall be filed against such Seller a Federal tax notice of any other Lien, in an amount equal the existence of which could reasonably be expected to or greater than $1,000,000, shall have been filed against any Seller a Material Adverse Effect unless there shall have has been delivered to the Administrative Agent Trustee proof of release of, or payment of amounts secured by, such Lien; or then, (aax) in the case of any Purchase Termination Event described in paragraph (eb)(i) or (g) (other than clause (ii)(yv) thereof) above with respect to any Seller), automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Sellers; such Seller, (bby) in the case of any Purchase Termination Event described in paragraph (eb)(ii) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantorabove, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind kind, which is hereby waived by such Seller, unless both the Sellers; Company and such Seller agree in writing that such event shall not trigger an Early Termination hereunder and (ccz) in the case of any other Purchase Termination Event relating to any SellerEvent, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination with respect to any Seller pursuant to clause (aax), (bb), (ccy) or (ddz) of this Article VII which affects a Seller VI is herein called an "Early TerminationEARLY TERMINATION" with respect to such Seller); providedPROVIDED, howeverHOWEVER, that in the event of (A) the filing of any notice of Lien described in paragraph (i) above or (B) an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(ig)(ii) and (g)(iii) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such Lien is released or paid (and evidence of such release is received and verified by S&P) as described above or such involuntary petition or proceeding has been dismissed; provided, PROVIDED that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding; PROVIDED, FURTHER, that upon the occurrence of an Early Termination of a Seller, such the Seller shall have no further obligation to sell any additional Receivables to the Company. Notwithstanding anything to the contrary in this Section 6.01, a delay in or failure of performance referred to under clause (a) above for a period of 10 Business Days after the applicable grace period shall not constitute a Purchase Termination Event, if such delay or failure could not have been prevented by the exercise of reasonable diligence by such Seller and such delay or failure was caused by a Force Majeure Delay.
Appears in 1 contract
Sources: Receivables Sale and Contribution Agreement (Core Mark International Inc)
Purchase Termination Events. If any of the following events --------------------------- (herein called each, a "Purchase Termination EventsEvent") shall have occurred occur and be continuing:: --------------------------
(a) any Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 representation or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when due; or
(b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement warranty made or deemed made by any Seller to or on behalf of the Originator under or in connection with this Agreement or in any statement, record, certificate, financial statement Purchase Report or other document information or report delivered by the Originator pursuant to this Agreement hereto shall prove to have been false or misleading incorrect in any material respect on or as of the date when made or deemed made; provided, however, that the falsity or incorrectness of any -------- ------- representation made pursuant to Section 4.2(a) with respect to any Receivable -------------- shall not constitute a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if so long as the Sellers shall have Originator has complied with the provisions of subsection 2.6 its obligations in respect thereofof such Receivable pursuant to Section ------- 2.4; or---
(b) the Originator shall fail to (i) an involuntary proceeding shall be commenced perform or an involuntary petition shall be filed observe any term, covenant or agreement contained in a court of competent jurisdiction seeking (xSection 5.1(c), 5.1(d), 5.1(g), 5.1(h), 5.1(i), 5.1(j), -------------- ------ ------ ------ ------ ------ 5.1(k), 5.1(l), 5.1(m) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code5.1(n), as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) make any Seller payment or Seller Guarantor deposit to be made ------ ------ ------ ------ by it hereunder within three Business Days after the same became due and payable;
(c) the Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten days following the discovery thereof;
(td) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, Originator shall generally not pay its debts as now constituted or hereafter amendedsuch debts become due, or any other Federalshall admit in writing its inability to pay its debts generally, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) shall make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) shall take any corporate action for the purpose of effecting to authorize any of the foregoingactions set forth above in this subsection (d) or -------------- the Originator shall be the subject of an Event of Bankruptcy;
(e) the Originator transfers, sells or otherwise disposes of (whether in one transaction or a series of transactions) all or substantially all of its assets; or
(if) there the Loan Agreement shall cease to be in full force and effect, a Significant Event shall have occurred a Termination Event under the Receivables Transfer Loan Agreement or (ii) the Amortization Period Lender's Commitment under the Loan Agreement shall have commenced; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lienterminated; then, (aa) and in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuingevent, the Company may (subject Purchaser may, by notice to subsection 9.4) terminate the Originator, declare its obligation to purchase Receivables from the Originator to be terminated, whereupon such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events obligation shall forthwith be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller)terminated; provided, -------- however, that in the case of any event of an involuntary petition or proceeding -------- ------- as described in paragraphs subsection (e)(id) above, such ------- -------------- termination shall automatically occur upon the Company shall not purchase Receivables from happening of such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days event. No termination under this Section 7.1 of the filing Purchaser's obligation to purchase ----------- Receivables shall affect the then-existing obligations of such petition or the commencement of such proceedingOriginator hereunder (other than the Originator's obligations to sell Receivables to the Purchaser pursuant hereto).
Appears in 1 contract
Purchase Termination Events. If any of the following events (herein called each; a "Purchase Termination EventsPURCHASE TERMINATION EVENT") shall have occurred occur and be continuing:
(a) any Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 written representation or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when due; or
(b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement warranty made or deemed made or any oral representation made prior to the Closing Date by any or on behalf of the Seller to or the Servicer under or in connection with this Agreement or in any statementDaily Report, record, certificate, financial statement Cash Allocation Report or Settlement Statement or other document information or report delivered by the Seller or the Servicer pursuant to this Agreement hereto shall prove to have been false or misleading incorrect in any material respect on or as of the date when made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed except with respect to have occurred under this paragraph (d) based upon a breach of any the representation or and warranty set forth in subsection 4.2 if Section 4.02(a) with respect to any Purchased Contract Assets so long as the Sellers Seller has complied with its obligations in respect of such Purchased Contract Assets pursuant to Section 2.04;
(b) the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
failed to (i) an involuntary proceeding shall be commenced perform or an involuntary petition shall be filed observe any term, covenant or agreement contained in a court of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States CodeSubsection 5.01(c), as now constituted or hereafter amended5.01(f), 5.01(g), 5.01(h), 5.01(i), 5.01(1), 5.01(m), 5.01(n), 5.01(o), or any other Federal5.01(p), State Section 5.02 or foreign bankruptcySection 7.02, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) make any Seller payment or Seller Guarantor deposit to be made by it hereunder when the same becomes due and payable;
(c) the Seller, the Servicer or Back-up Servicer shall (t) voluntarily commence any proceeding have failed to perform or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or observe any other Federalterm, State covenant or foreign bankruptcyagreement contained in this Agreement on its part to be performed or observed and any such failure shall have remained unremedied for ten days following notification by the Issuer, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding Servicer or the filing of any petition described in clause (e)(i) above, (v) apply for Trustee or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; orotherwise becoming aware thereof;
(id) there the Indenture or the Security Agreement shall have occurred a Termination ceased to be in full force and effect;
(e) an Amortization Commencement Date, Early Amortization Event under the Receivables Transfer Agreement or Potential Early Amortization Event shall have occurred;
(iif) the Amortization Period Servicer shall have commencedfailed to make any payment or deposit to be made by it hereunder when the same becomes due and payable; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien Purchase Termination Event under the Purchase Agreement shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensationoccurred. then, and Liability Actin any such event, 42 U.S.C. (S) 9607(1)the Trustee or the Collateral Agent may, or any equivalent or comparable state lawor, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lien; then, (aa) in the case of any Purchase Termination Event described an event set forth in paragraph clause (e) (other than clause (ii)(y) thereof) above with respect to any Sellerabove, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kindshall, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant Seller declare the Issuer's obligation to clause (aa)acquire Contract Assets from the Seller to be terminated, (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to whereupon such Seller); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company obligation shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceedingforthwith be terminated.
Appears in 1 contract
Sources: Purchase and Servicing Agreement (Transmedia Network Inc /De/)
Purchase Termination Events. If any of the following events (herein called each, a "Purchase Termination EventsEvent") shall have occurred occur and be continuing:
(a) any representation or warranty made or deemed made by or on behalf of any Seller under or in connection with this Agreement or any Settlement Report or other information or report delivered by any Seller pursuant hereto shall fail (i) prove to pay have been false or incorrect in any amount due pursuant to subsection 2.5 material respect when made or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when due; ordeemed made;
(b) any Seller shall fail to (i) perform or observe or perform any term, covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(bSection 5.01(c), 5.14 5.01(f), 5.01(g), 5.01(h), 5.01(i), 5.01(k), 5.01(l), or 5.16(a5.01(n), 5.01(o), 5.01(p) or Article VI; provided, that a Purchase Termination Event -------- shall not 5.01(r) or Section 5.02 or (ii) make any payment or deposit to be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if made by it hereunder when the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; orsame becomes due and payable;
(c) any Seller shall fail to perform or observe or perform any other term, covenant or agreement applicable contained in this Agreement on its part to it contained herein (other than as specified in paragraph (a) be performed or (b) of this Article VII); provided, that no observed and any such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue remain unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; orten days;
(d) any representation, warranty, certification Purchase Document shall cease to be in full force and effect or statement made or deemed made by any Seller to this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement the Liquidity Commitments shall prove to have been false terminated or misleading in any material respect on or as of the date made or deemed made; provided, that a Purchase -------- Termination Event an "Amortization Event" shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereof; orLoan Agreement;
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent having jurisdiction seeking (x) in the premises shall enter a decree or order for relief in respect of any Seller in an involuntary case under the Bankruptcy Code or Seller Guarantor any applicable bankruptcy, insolvency or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code, as other similar law now constituted or hereafter amendedin effect, which decree or order is not stayed, or any other Federal, State similar relief shall be granted under any applicable federal or foreign state law or (ii) an involuntary case is commenced against any Seller under any applicable bankruptcy, insolvency, receivership insolvency or other similar law, (y) law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, trustee, custodianliquidator, sequestrator, conservator trustee, custodian or other officer having similar powers over Seller, or over all or a substantial part of its respective property, shall have been entered; or an interim receiver, trustee or other custodian of any Seller for all or a substantial part of its respective property is involuntarily appointed; or a warrant of attachment, execution or similar official for process is issued against any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) Seller, and the winding-up or liquidation continuance of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed events in subclause (ii) for 60 days unless dismissed, bonded or an order or decree approving or ordering any of the foregoing shall be entered; or discharged;
(iif) any Seller shall have an order for relief entered with respect to it or Seller Guarantor shall (t) voluntarily commence a voluntary case under the Bankruptcy Code or any proceeding applicable bankruptcy, insolvency or file any petition seeking relief under Title 11 of the United States Code, as other similar law now constituted or hereafter amendedin effect, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) shall consent to the institution ofentry of an order for relief in an involuntary case, or fail to contest in the conversion of an involuntary case to a timely and appropriate mannervoluntary case, to under any proceeding such law, or the filing of any petition described in clause (e)(i) above, (v) apply for or shall consent to the appointment of or taking possession by a receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian for such Seller all or Seller Guarantor or for a substantial part of its property; or the property or assets making by any Seller of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors; or the inability or failure of any Seller, (y) become unable, admit or the admission by any Seller in writing of its inability or fail generally to pay its debts as they such debts become due due; or the Board of Directors of any Seller (zor any committee thereof) take adopts any resolution or otherwise authorizes action for the purpose of effecting to approve any of the foregoing; or
(i) there shall have occurred a Termination Event under then, and in any such event, the Company may, by notice to each Seller declare its obligation to acquire Receivables Transfer Agreement or (ii) the Amortization Period shall have commenced; or
(g) any from such Seller ceases to be aterminated, direct or indirectwhereupon such obligation shall forthwith be terminated; provided, wholly owned Subsidiary however, that upon the occurrence of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lien; then, (aa) in the case of any Purchase Termination Event described in paragraph (e) or (other than clause (ii)(y) thereoff) above with respect to any Seller, automatically the obligation or upon termination of the Company Liquidity Commitments pursuant to the Loan Agreement, the Company's obligations to purchase Receivables from such Seller shall thereupon the Sellers will automatically terminate without notice to any of any kind, the Sellers (which notice is hereby waived by each of the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Burlington Industries Inc /De/)
Purchase Termination Events. If If, with respect to any Seller, any of the following events (herein called each, a "Purchase Termination Events"PURCHASE TERMINATION EVENT" with respect to such Seller) shall have occurred and be continuing:
(a) any The Seller shall fail (i) to pay make any amount payment or deposit to be made by it hereunder when due pursuant to subsection 2.5 or 2.6 in accordance with the provisions thereof and such failure shall continue remain unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when dueDays; or
(b) any Seller There shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (bi) based upon a failure an Early Amortization Event set forth in Section 7.1 of the Pooling Agreement or (ii) the Amortization Period with respect to observe a covenant giving rise to a Repurchase Event if the Seller all outstanding Series shall have complied with the provisions of subsection 2.6 in respect thereofoccurred and be continuing; or
(c) Any representation or warranty made or deemed to be made by such Seller or any Seller of its officers under or in connection with any Transaction Document, Monthly Settlement Statement or other information, statement, record, certificate, document or report delivered pursuant to a Transaction Document shall fail prove to observe have been false or perform incorrect in any covenant material respect when made or agreement applicable deemed made (including in each case by omission of material information necessary to it contained herein (other than as specified in paragraph (a) make such representation, warranty, certificate or (b) of this Article VIIstatement not misleading); providedPROVIDED, that no such failure -------- event shall constitute a Purchase Termination Event under this paragraph (c) unless such default event shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default thereof and (B) the date such Seller receives notice of the incorrectness of such default representation or warranty from the Company Company, the Servicer or the Administrative AgentTrustee; PROVIDED, FURTHER, that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (c) based upon a breach of any representation or warranty set forth in Section 4.02 with respect to any Receivable if the Sellers shall have complied with the provisions of subsection 2.06, as the case may be, with respect to such Receivable; or
(d) Such Seller shall fail to perform or observe any representationother term, warrantycovenant or agreement contained in subsection 5.01(d), certification (g) or statement made (h) or deemed made by any Seller to Section 5.03 of this Agreement on its part to be performed or in observed and any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement such failure shall prove to have been false or misleading in any material respect on or as of the date made or deemed maderemain unremedied for five Business Days; providedPROVIDED, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty covenant set forth in subsection 4.2 5.01(d), (g) or (h) or Section 5.03 with respect to any Receivable if the Sellers shall have complied with the provisions of subsection 2.6 2.06, as the case may be, with respect to such Receivable; or
(e) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in respect thereofany Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of such Seller obtains knowledge of such failure and (B) the date such Seller receives notice thereof from the Company, the Servicer or the Trustee; or
(f) Any Transaction Document to which such Seller is a party shall cease, for any reason, to be in full force and effect, or RS, US Foodservice or such Seller shall so assert in writing, or the Company shall fail to have a valid and perfected first priority ownership or security interest in the Receivables and the Receivables Property; or
(i) an involuntary such Seller shall commence any case, proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking other action (xA) relief in respect under any existing or future law of any Seller jurisdiction, domestic or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Codeforeign, as now constituted or hereafter amended, or any other Federal, State or foreign relating to bankruptcy, insolvency, receivership reorganization or similar lawrelief 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 reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (yB) the seeking appointment of a receiver, trustee, custodian, sequestrator, conservator custodian or other similar official for any Seller or Seller Guarantor it or for a all or any substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amendedits assets, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against such Seller any case, proceeding or other action 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; or (iii) there shall be commenced against such Seller or any of its 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 which results in the 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 entry thereof; or (iv) such Seller or any of its 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), (yii), or (iii) become unableabove; or (v) such Seller shall generally not, or shall be unable to, or shall admit in writing its inability or fail generally to to, pay its debts as they become due or due; or
(zh) take any action for US Foodservice has been terminated as Servicer following a Servicer Default with respect to US Foodservice under the purpose of effecting any of the foregoingServicing Agreement; or
(i) there shall have occurred a Termination Event under the Receivables Transfer Agreement Responsible Officer of RS receives notice or (ii) the Amortization Period shall have commenced; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) becomes aware that a notice of Lien shall have has been filed by the PBGC against any Seller Seller, the Company or the Trust 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lienapplies; then, (aax) in the case of any Purchase Termination Event with respect to any Seller described in paragraph (eb)(i), (g) and (other than clause (ii)(yi) thereof) above with respect to any Sellerabove, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Sellers; such Seller, (bby) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii)b)(ii) above, automatically the obligation of the Company to purchase Receivables from all Sellers such Seller shall thereupon automatically terminate without notice of any kind kind, which is hereby waived by such Seller, unless both the Sellers; Company and such Seller agree in writing that such event shall not trigger an Early Termination hereunder and (ccz) in the case of any other Purchase Termination Event relating with respect to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination with respect to any Seller pursuant to clause (aax), (bb), (ccy) or (ddz) of this Article VII which affects a Seller VI is herein called an "Early TerminationEARLY TERMINATION" with respect to such Seller); providedPROVIDED, howeverHOWEVER, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(ig)(ii) and (g)(iii) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, PROVIDED that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Purchase Termination Events. If any of the The following ----------=-------------------- events (herein called shall be "Purchase Termination Events") shall have occurred and be continuing:: ---------------------------
(a) any The occurrence of an Event of Default or an Amortization Event or the commencement of the Amortization Period with respect to all Outstanding Series of Notes;
(b) The Seller shall fail to pay (i) to pay any amount due pursuant to subsection 2.5 an Adjustment or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or repurchase Receivables affected by an Adjustment within 5 Business Days, (ii) to pay any payment in respect of interest then due within 3 Business Days or (iii) any other amount required to be paid by such Seller hereunder within two 5 Business Days of the due date when duefor such amount; or
(bi) Any representation or warranty made by the Seller or the Transferor under any of the Transaction Documents, (ii) any information provided by it for inclusion in the Daily Receivables Activity Report or (iii) any other information or report delivered by the Seller or the Transferor with respect to this Agreement or the Purchased Assets, shall fail prove to observe have been untrue or perform incorrect in any covenant material respect when made or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); providedbeen made, that no such failure -------- shall constitute could reasonably be expected to have a Purchase Termination Event under this paragraph (c) unless Material Adverse Effect or a material adverse effect on the interest of the Issuer or its assigns in the Purchased Assets and such default shall continue failure remains unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agentdays; or
(d) Either the Seller or the Transferor shall fail to perform or observe, as and when required, (i) any representationterm, warranty, certification covenant or statement made or deemed made by any Seller to agreement contained in this Agreement or any of the other Transaction Documents to which it is a party, and such failure shall remain unremedied for: in any statement, record, certificate, financial statement or other document delivered the case of the covenant to segregate Collections pursuant to this Agreement shall prove Section 2.17(e), the covenant to have been false file --------------- financing or misleading in any material respect on continuation statements pursuant to Section 2.14 or as of the date made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty negative ------------ covenants set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereof; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States CodeSection 2.18, as now constituted or hereafter amended10 days, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller other term, covenant ------------- or Seller Guarantor shall (t) voluntarily commence any proceeding agreement contained in this Agreement or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoingother Transaction Documents to which it is a party, which failure could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the interest of the Issuer or its assigns in the Purchased Assets, 30 days; or
(ie) there An Event of Bankruptcy shall have occurred with respect to the Seller or the Transferor; or
(f) Either (i) the Internal Revenue Service shall file notice of a Termination Event under Lien pursuant to Section 6323 of the Receivables Transfer Agreement Code with respect to any of the Purchased Assets or (ii) the Amortization Period PBGC shall, or shall indicate its intention to, file notice of a Lien pursuant to Section 4068 of ERISA with respect to any of the Purchased Assets, and, in either such case, such Lien shall not have commencedbeen released within 30 days; or
(g) any Seller ceases to A Servicer Default shall have occurred and be a, direct or indirect, wholly owned Subsidiary continuing and the Indenture Trustee shall not have appointed a Successor Servicer within 60 days of WMIsuch Servicer Default; or
(h) This Agreement shall cease to be in full force and effect for any reason other than in accordance with its terms. If a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lien; then, (aa) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Selleroccurs, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without promptly give notice to the Issuer and the Indenture Trustee of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceedingEvent.
Appears in 1 contract
Purchase Termination Events. If any of the following events (herein called each, a "Purchase Termination EventsPURCHASE TERMINATION EVENT") shall have occurred occur and be continuing:
(a) any Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 written representation or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when due; or
(b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement warranty made or deemed made or any oral representation made prior to the Closing Date by any or on behalf of Transmedia or an Initial Seller to under or in connection with this Agreement or in any statementDaily Report, record, certificate, financial statement Cash Allocation Report or Settlement Statement or other document information or report delivered by Transmedia or an Initial Seller pursuant to this Agreement hereto shall prove to have been false or misleading incorrect in any material respect on or as of the date when made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed except with respect to have occurred under this paragraph (d) based upon a breach of any the representation or and warranty set forth in subsection 4.2 if Section 4.02(a) with respect to any Purchased Assets so long as Transmedia or the Sellers Initial Seller has complied with its obligations in respect of such Purchased Assets pursuant to Section 2.04;
(b) Transmedia or an Initial Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
failed to (i) an involuntary proceeding shall be commenced perform or an involuntary petition shall be filed observe any term, covenant or agreement contained in a court of competent jurisdiction seeking (xSubsection 5.01(c), 5.01(f), 5.01(g), 5.01(h), 5.01(i), 5.01(k), 5.01(1), 5.01(m), 5.01(n), 5.01(o) relief in respect of any Seller or Seller Guarantor 5.01(p), Section 5.02 or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States CodeSection 7.02, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) make any payment or deposit to be made by it hereunder when the same becomes due and payable;
(c) Transmedia or an Initial Seller shall have failed to perform or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or observe any other Federalterm, State covenant or foreign bankruptcyagreement contained in this Agreement on its part to be performed or observed and any such failure shall have remained unremedied for ten days following notification by the Purchaser, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding Servicer or the filing of any petition described in clause (e)(i) above, (v) apply for Trustee or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator Transmedia or similar official for such either Initial Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; orotherwise becoming aware thereof;
(id) there the Indenture or the Security Agreement shall have occurred a Termination ceased to be in full force and effect;
(e) an Amortization Commencement Date, Early Amortization Event under the Receivables Transfer Agreement or (ii) the Potential Early Amortization Period Event shall have commencedoccurred;
(f) Transmedia shall have failed to make any payment or deposit to be made by its hereunder when the same becomes due and payable; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by Purchase Termination Event under the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, Purchase and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such LienServicing Agreement; then, (aa) and in any such event, the Purchaser may, or, in the case of any Purchase Termination Event described an event set forth in paragraph clause (e) (other than clause (ii)(y) thereof) above with respect above, shall, by notice to any Seller, automatically Transmedia and the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Initial Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate declare its obligation to purchase Receivables acquire Assets from the Initial Sellers to be terminated, whereupon such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events obligation shall forthwith be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceedingterminated.
Appears in 1 contract
Purchase Termination Events. If any of the following events (herein called each, a "Purchase Termination EventsEvent") shall have occurred and be continuingcontinuing with respect to an Originator:
(a) any Seller such Originator shall fail to pay (i) to pay any amount due pursuant to subsection 2.5 or 2.6 under Article II hereof in accordance with the provisions thereof hereof and such failure shall continue unremedied for a period of five days Business Days or (ii) any other amount due hereunder in accordance with the provisions hereof and such failure shall continue unremedied for a period of five Business Days from the earlier to occur of (Ax) the date any officer upon which a Responsible Officer of such Seller or the Master Servicer Originator obtains knowledge of such default and failure or (By) the date such Seller receives on which written notice of such default from failure, requiring the Company same to be remedied, shall have been given to such Originator by the Buyer or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when dueLender; or
(b) any Seller such Originator shall fail to observe or perform in any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in material respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein and such failure to observe or perform such covenant (other than as specified in paragraph subsection (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (cSection 7.01) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (Ai) the date any Responsible Officer of on which such Seller or the Master Servicer Originator obtains actual knowledge of such default failure and (Bii) the date on which such Seller Originator receives notice of such default failure from the Company Buyer, the Servicer or the Administrative AgentLender; or
(dc) any representation, warranty, certification or statement made or deemed made by any Seller to such Originator in this Agreement or in any statement, record, certificate, financial statement or other document certificate delivered pursuant to this Agreement shall prove to have been false or misleading incorrect in any material respect on or as of the date when made or deemed made; provided, provided that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph subsection (dc) based upon a breach of any representation or warranty set forth in subsection 4.2 Section 4.02 if the Sellers such Originator shall have complied with the provisions of subsection 2.6 Section 2.06 in respect thereof; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent having jurisdiction seeking (x) in the premises shall enter a decree or order for relief in respect of such Originator in an involuntary case under the Bankruptcy Code or any Seller Applicable Insolvency Law now or Seller Guarantor hereafter in effect, which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii)(A) an involuntary case is commenced against such Originator under any Applicable Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Originator, or over all or a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Codesuch Originator, as now constituted or hereafter amendedshall have been entered, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a an interim receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian of such Originator for any Seller all or Seller Guarantor or for a substantial part of the property of such Originator is involuntarily appointed, a warrant of attachment, execution or assets similar process is issued against any substantial part of the property of such Originator and (B) any Seller or Seller Guarantor or event referred to in clause (zii)(A) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed above continues for 60 days unless dismissed, bonded or discharged; provided, however, that such 60-day period shall be deemed terminated immediately upon the occurrence of any of the events referred to in this Section 7.01(d) other than those referred to in clause (ii)(A) above; (iii) such Originator shall at its request have a decree or an order for relief entered with respect to it or decree approving or ordering commence a voluntary case under any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as Applicable Insolvency Law now constituted or hereafter amendedin effect, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) shall consent to the institution ofentry of a decree or an order for relief in an involuntary case, or fail to contest in the conversion of an involuntary case to a timely and appropriate mannervoluntary case, to under any proceeding or the filing of any petition described in clause (e)(i) abovesuch Applicable Insolvency Law, (v) apply for or consent to the appointment of or taking possession by a receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian for such Seller all or Seller Guarantor or for a substantial part of its property; (iv) the property or assets making by such Originator of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, ; (yv) become unable, admit in writing its the inability or fail failure of such Originator generally to pay its debts as they such debts become due due; or (zvi) take any the Board of Directors of such Originator authorizes action for the purpose of effecting to approve any of the foregoing; or
(ie) there shall have occurred and be continuing a Termination Event under set forth in Section 9.01 of the Receivables Transfer Agreement or (ii) the Amortization Period shall have commencedFunding Agreement; or
(gf) any Seller ceases to be a, direct a Responsible Officer of such Originator receives notice or indirect, wholly owned Subsidiary of WMI; or
(h) is aware that a notice of Lien shall have been filed by the PBGC against any Seller such Originator under Section 412(n) of the Code IRC or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the Code IRC or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent Lender proof of release of such Lien; or
(ig) any Lien in an amount equal to a Responsible Officer of such Originator receives notice or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) aware that a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, Lien shall have been filed against any Seller such Originator unless there shall have been delivered to the Administrative Agent Lender proof of release of such Lien; then, ;
(aai) in the case of any Purchase Termination Event described in paragraph subsection (e) (other than clause (ii)(y) thereof) above with respect to any Sellerabove, automatically the obligation of the Company Buyer to purchase Receivables and other Receivable Assets from such Seller the Originators shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Sellers; each Originator, (bbii) in the case of any Purchase Termination Event described in paragraph subsection (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(iid), automatically (f) or (g) above, the obligation of the Company Buyer to purchase Receivables and other Receivable Assets from all Sellers the Originators shall thereupon thereupon, after expiration of any applicable cure period, automatically terminate without further notice of any kind kind, which is hereby waived by the Sellers; each Originator and (cciii) in the case of any other Purchase Termination Event relating to any SellerEvent, so long as such Purchase Termination Event shall be continuingcontinuing and after expiration of any applicable cure period, the Company Buyer may (subject to subsection 9.4) terminate its obligation to purchase Receivables and other Receivable Assets from such Seller all of the Originators by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers each Originator (any termination pursuant to clause (aai), (bb), (ccii) or (ddiii) of this Article VII which affects a Seller above is herein called an "Early Termination" with respect to such Seller"); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Purchase Termination Events. (a) If any of the following events (herein called "each a “Purchase Termination Events"Event”) shall have occurred and be continuing:
(ai) any the Seller shall fail (i) to pay any amount due pursuant required to subsection 2.5 or 2.6 in accordance with be paid by the provisions thereof Seller hereunder and such failure shall continue unremedied for a period of five days two (2) Business Days from the earlier of (A) the date any officer Responsible Officer of such the Seller or the Master Servicer obtains knowledge of such default failure and (B) the date such the Seller receives notice of such default failure from the Company Buyer, the Investment Manager or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when dueAgent; or
(bii) any the Seller shall fail to observe or perform any covenant or agreement applicable to it contained the covenants set forth in subsection 5.2. 5.7, 5.8, 5.13(bSections 5.1(a), 5.14 or 5.16(a5.1(b), 5.1(f), 5.1(j) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof5.2; or
(ciii) any the Seller shall fail to observe or perform in any material respect any covenant or agreement applicable to it contained herein (other than as specified in paragraph clause (a) or (bi) of this Article VIISection 8.1(a)); provided, provided that no such failure -------- shall constitute a Purchase Termination Event under this paragraph clause (cii) unless such default failure shall continue unremedied for a period of 30 consecutive thirty (30) days from (if such failure can be remedied) after the earlier to occur of (Ai) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Seller by the Buyer or the Administrative Agent and (ii) the date on which any Responsible Officer of such the Seller or the Master Servicer obtains acquires knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement made or deemed made by any Seller to this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereof; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(iiv) there shall have occurred a Termination an Insolvency Event under relating to the Receivables Transfer Agreement or (ii) the Amortization Period shall have commencedSeller; or
(gv) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to occurred (A) an Event of Default under the Administrative Agent proof of release of such Lien; or
Loan and Security Agreement or (iB) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such LienRevolving Period End Date; then, (aaA) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(yiii) thereof) above with respect to any Sellerabove, automatically the obligation of the Company Buyer to purchase Receivables Transferred Assets from such the Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; Seller unless both the Buyer and the Seller (bbwith the written consent of the Administrative Agent) agree in writing that such event shall not trigger an Early Termination (as defined below) hereunder and (B) in the case of any other Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any SellerEvent, so long as such Purchase Termination Event shall be continuing, the Company Buyer or the Administrative Agent may (subject to subsection 9.4) terminate its the Buyer’s obligation to purchase Receivables Transferred Assets from such the Seller by written notice to such the Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause the foregoing clauses (aaA), (bb), (cc) or (ddB) of this Article VII which affects a Seller is herein called an "“Early Termination" with respect to such Seller”); provided, however, provided that in the event of an a Purchase Termination Event has occurred due to any involuntary petition or proceeding -------- ------- with respect to Seller as described in paragraphs (e)(i) abovethe definition of Insolvency Event, the Company Buyer shall not purchase Receivables Transferred Assets from such the Seller until such time, if any, as unless such involuntary petition or proceeding has been is dismissed; provided, that such dismissal shall -------- have occurred bonded or discharged within 60 sixty (60) days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Investcorp Credit Management BDC, Inc.)
Purchase Termination Events. If any of the following events (herein called each, a "Purchase Termination EventsEvent") shall have occurred occur and be continuing:
(a) any Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 representation or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when due; or
(b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any representation, warranty, certification or statement warranty made or deemed made by or on behalf of any Seller to Originator under or in connection with this Agreement or in any statement, record, certificate, financial statement Purchase Report or other document information or report delivered by any Originator pursuant to this Agreement hereto shall prove to have been false or misleading incorrect in any material respect on or as of the date when made or deemed made; provided, however, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach the falsity or incorrectness of any representation or warranty set forth in subsection 4.2 if the Sellers made pursuant to Section 4.2(a) with respect to any Receivable shall have not constitute a Purchase Termination Event so long as such Originator has complied with the provisions of subsection 2.6 its obligations in respect thereof; orof such Receivable pursuant to Section 2.4;
(b) any Originator shall fail to (i) an involuntary proceeding shall be commenced perform or an involuntary petition shall be filed observe any term, covenant or agreement contained in a court of competent jurisdiction seeking Section 5.1(c), 5.1(d), 5.1(g), 5.1(h), 5.1(i), 5.1(j), 5.1(k), 5.1(l), 5.1 (xm) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code5.1 (n), as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) make any Seller payment or Seller Guarantor deposit to be made by it hereunder within three Business Days after the same became due and payable;
(c) any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten days;
(td) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, Originator shall generally not pay its debts as now constituted or hereafter amendedsuch debts become due, or any other Federalshall admit in writing its inability to pay its debts generally, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) shall make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) shall take any corporate action for the purpose of effecting to authorize any of the foregoingactions set forth above in this subsection (d) or any Originator shall be the subject of an Event of Bankruptcy;
(e) any Originator transfers, sells or otherwise disposes of (whether in one transaction or a series of transactions) all or substantially all of its assets; or
(if) there the Loan Agreement shall cease to be in full force and effect, a Significant Event shall have occurred a Termination Event under the Receivables Transfer Loan Agreement or (ii) the Amortization Period Lender's Commitment under the Loan Agreement shall have commenced; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lienterminated; then, (aa) and in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuingevent, the Company may (subject Purchaser may, by notice to subsection 9.4) terminate such Originator, declare its obligation to purchase Receivables from such Seller by written notice Originator to be terminated, whereupon such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events obligation shall forthwith be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller)terminated; provided, however, that in the case of any event of an involuntary petition or proceeding -------- ------- as described in paragraphs subsection (e)(id) above, such termination shall automatically occur upon the Company shall not happening of such event. No termination under this Section 7.1 of the Purchaser's obligation to purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of affect the filing then-existing obligations of such petition or Originator hereunder (other than such Originator's obligations to sell Receivables to the commencement of such proceedingPurchaser pursuant hereto).
Appears in 1 contract
Sources: Receivables Purchase Agreement (Covenant Transport Inc)
Purchase Termination Events. If any of the following events (herein called "each a “Purchase Termination Events"Event”) shall have occurred and be continuing:
(a) any the Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 Sections 6.1 or 2.6 6.3 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days Business Days from the earlier of (A) the date any officer Responsible Officer of such the Seller or the Master Servicer obtains knowledge of such default failure and (B) the date such the Seller receives notice of such default failure from the Company or Buyer, the Servicer, the Administrative Agent or any Purchaser Agent or (ii) to pay any other amount required to be paid by such the Seller hereunder within two Business Days of the date when due; or
(b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (bi) of this Article VIISection 8.1); provided, provided that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (cii) unless such default failure shall continue unremedied for a period of 30 consecutive days from the earlier of (A) date the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default failure from the Company or Buyer, the Servicer, the Administrative Agent or any Purchaser Agent; or
(dc) any representation, warranty, certification or statement made or deemed made by any the Seller to in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date incorrect when made or deemed made; provided, provided that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (diii) based upon a breach of any representation or warranty set forth in subsection 4.2 Sections 6.1 or 6.3 if the Sellers Seller shall have complied with the provisions of subsection 2.6 Sections 6.1 or 6.3, as applicable, in respect thereof; or
(iA) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent having jurisdiction seeking (x) in the premises shall enter a decree or order for relief in respect of the Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, “Applicable Insolvency Laws”), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law no now or hereafter in effect and shall not be stayed; (B) (I) any involuntary case is commenced against the Seller under any Applicable Insolvency Law now or Seller Guarantor hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States CodeSeller, as now constituted or hereafter amendedshall have been entered, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a an interim receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian of the Seller for any Seller all or Seller Guarantor or for a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or assets similar process is issued against any substantial part of the property of the Seller, and (II) any Seller or Seller Guarantor or event referred to in clause (zB)(I) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed above continues for 60 days unless dismissed, bonded or disclosed; (C) the Seller shall at its request have a decree or an order for relief entered with respect to it or decree approving or ordering commence a voluntary case under any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as Applicable Insolvency Law now constituted or hereafter amendedin effect, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) shall consent to the institution ofentry of a decree or an order for relief in an involuntary case, or fail to contest in the conversion of an involuntary case to a timely and appropriate mannervoluntary case, to under any proceeding or the filing of any petition described in clause (e)(i) abovesuch Applicable Insolvency Law, (v) apply for or consent to the appointment of or taking possession by a receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian for such Seller all or Seller Guarantor or for a substantial part of its property; (D) the property or assets making by the Seller of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, ; (yE) become unable, admit in writing its the inability or fail failure of the Seller generally to pay its debts as they such debts become due due; or (zF) take any the Board of Directors of the Seller authorizes action for the purpose of effecting to approve any of the foregoing; or
(ie) there shall have occurred (A) a Termination Event under set forth in Section 10.1 of the Receivables Transfer Sale and Servicing Agreement or (iiB) the Amortization Period shall have commencedcommenced and be continuing; or
(f) the Seller has been terminated as Servicer following a Servicer Termination Event with respect to such Seller under Section 6.15 of the Sale and Servicing Agreement; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC Pension Benefit Guaranty Corporation against any the Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent and each Purchaser Agent proof of release of such Lien; or
(ih) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on on, any real or personal property of the Receivables Seller pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) § 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any the Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(ji) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any the Seller unless there shall have been delivered to the Administrative Agent and each Purchaser Agent proof of release of such Lien; Lien then, (aaA) in the case of any Purchase Termination Event described in paragraph (eiv), (v)(A), (vii), (viii) or (other than clause (ii)(y) thereofix) above with respect to any Seller, automatically the obligation of the Company Buyer to purchase Receivables Purchased Collateral from such the Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by such Seller, (B) in the case of any Purchase Termination Event described in paragraph (v)(B) above, the obligation of the Buyer to purchase Purchased Collateral from the Seller shall thereupon terminate without notice of any kind, which is hereby waived by the Sellers; Seller unless both the Buyer and the Seller agree in writing that such event shall not trigger an Early Termination hereunder and (bbC) in the case of any other Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any SellerEvent, so long as such Purchase Termination Event shall be continuing, the Company Buyer, the Administrative Agent or any Purchaser Agent may (subject to subsection 9.4) terminate its obligation to purchase Receivables Purchased Collateral from such the Seller by written notice to such the Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aaA), (bb), (ccB) or (ddC) of this Article VII which affects a Seller VIII is herein called an "“Early Termination" with respect to such Seller”); provided, however, provided however that in the event of an any involuntary petition or proceeding -------- ------- as described in paragraphs (e)(iiv)(A) and (iv)(B) above, the Company Buyer shall not purchase Receivables Purchased Collateral from such the Seller until such time, if any, as unless such involuntary petition or proceeding has been is dismissed; provided, that such dismissal shall -------- have occurred bonded or discharged within 60 days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Capitalsource Inc)
Purchase Termination Events. If any Each of the following events (herein called or --------------------------- occurrences described in this Section 6.1 shall constitute a "Purchase ----------- -------- Termination EventsEvent") shall have occurred and be continuing:: -----------------
(a) any Seller A Termination Event shall fail (i) have occurred under the Securitization Agreement and the Agent shall have declared the Commitment Termination Date to pay any amount due pursuant to subsection 2.5 or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of (A) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when duehave occurred; or
(b) any Seller Originator shall fail to observe make any payment or perform any covenant or agreement applicable deposit to be made by it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- hereunder when due and such failure shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller remain unremedied for three Business Days after written notice thereof shall have complied with been given by Servicer, the provisions of subsection 2.6 in respect thereofAgent or the Company to Originator; or
(c) Any representation or warranty made or deemed to be made by Originator (or any Seller of its officers) under or in connection with this Agreement, any other Transaction Document or any other information, certificate or report delivered pursuant hereto or thereto shall fail prove to observe have been false or perform incorrect in any covenant material respect when made or agreement applicable deemed made and, within three Business Days after written notice thereof shall have been given to it contained herein the Originator (other than individually or as specified Servicer), as the case may be, the circumstances or condition in paragraph (a) respect of which such representation or (b) of this Article VII); provided, that no such failure -------- warranty was incorrect shall constitute not have been eliminated or otherwise cured in a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from manner satisfactory to the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) Originator shall fail to perform or observe any representationother term, warranty, certification covenant or statement made or deemed made by any Seller to agreement contained in this Agreement on its part to be performed or in observed and any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement such failure shall prove to remain unremedied for thirty days after written notice thereof shall have been false given by Servicer, the Agent or misleading in any material respect on or as of the date made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed Company to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereofOriginator; or
(ie) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court An Event of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(i) there Bankruptcy shall have occurred a Termination Event under the Receivables Transfer Agreement or (ii) the Amortization Period shall have commenced; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lien; then, (aa) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above remained continuing with respect to any Seller, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceedingOriginator.
Appears in 1 contract
Purchase Termination Events. (a) If any of the following events (herein called "each a “Purchase Termination Events"Event”) shall have occurred and be continuing:
(ai) any the Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 Section 6.1 or 2.6 6.3 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days (5) Business Days from the earlier of (A) the date any officer Responsible Officer of such the Seller or the Master Servicer obtains knowledge of such default failure and (B) the date such the Seller receives notice of such default failure from the Company or Buyer, the Servicer, the Administrative Agent or any Purchaser Agent or (ii) to pay any other amount required to be paid by such the Seller hereunder within two (2) Business Days of the date when due; or
(bii) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (bi) of this Article VIISection 8.1); provided, provided that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (cii) unless such default failure shall continue unremedied for a period of 30 thirty (30) consecutive days from the earlier of (A) date the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default failure from the Company or Buyer, the Servicer, the Administrative Agent or any Purchaser Agent; or
(diii) any representation, warranty, certification or statement made or deemed made by any the Seller to in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date incorrect when made or deemed made; provided, provided that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (diii) based upon a breach of any representation or warranty set forth in subsection 4.2 Section 6.1 or 6.3 if the Sellers Seller shall have complied with the provisions of subsection 2.6 Section 6.1 or 6.3, as applicable, in respect thereof; or
(iA) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent having jurisdiction seeking (x) in the premises shall enter a decree or order for relief in respect of the Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, “Applicable Insolvency Laws”), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law no now or hereafter in effect and shall not be stayed; (B) (I) any involuntary case is commenced against the Seller under any Applicable Insolvency Law now or Seller Guarantor hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States CodeSeller, as now constituted or hereafter amendedshall have been entered, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a an interim receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian of the Seller for any Seller all or Seller Guarantor or for a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or assets similar process is issued against any substantial part of the property of the Seller, and (II) any Seller event referred to in clause (B)(I) above continues for sixty (60) days unless dismissed, bonded or Seller Guarantor or disclosed; (zC) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days at its request have a decree or an order for relief entered with respect to it or decree approving or ordering commence a voluntary case under any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as Applicable Insolvency Law now constituted or hereafter amendedin effect, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) shall consent to the institution ofentry of a decree or an order for relief in an involuntary case, or fail to contest in the conversion of an involuntary case to a timely and appropriate mannervoluntary case, to under any proceeding or the filing of any petition described in clause (e)(i) abovesuch Applicable Insolvency Law, (v) apply for or consent to the appointment of or taking possession by a receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian for such Seller all or Seller Guarantor or for a substantial part of its property; (D) the property or assets making by the Seller of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, ; (yE) become unable, admit in writing its the inability or fail failure of the Seller generally to pay its debts as they such debts become due due; or (zF) take any the Board of Directors of the Seller authorizes action for the purpose of effecting to approve any of the foregoing; or
(iv) there shall have occurred (A) a Termination Event under set forth in Section 10.1 of the Receivables Transfer Sale and Servicing Agreement or (iiB) the Amortization Period shall have commencedcommenced and be continuing; or
(gvi) any the Seller ceases has been terminated as Servicer following a Servicer Termination Event with respect to be a, direct or indirect, wholly owned Subsidiary of WMIsuch Seller under the Sale and Servicing Agreement; or
(hvii) a notice of Lien shall have been filed by the PBGC Pension Benefit Guaranty Corporation against any the Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent and each Purchaser Agent proof of release of such Lien; or
(iviii) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on on, any real or personal property of the Receivables Seller pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) § 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any the Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(jix) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any the Seller unless there shall have been delivered to the Administrative Agent and each Purchaser Agent proof of release of such Lien; Lien then, (aaA) in the case of any Purchase Termination Event described in paragraph (eiv), (v)(A), (vii), (viii) or (other than clause (ii)(y) thereofix) above with respect to any Seller, automatically the obligation of the Company Buyer to purchase Receivables Purchased Collateral from such the Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by such Seller, (B) in the case of any Purchase Termination Event described in paragraph (v)(B) above, the obligation of the Buyer to purchase Purchased Collateral from the Seller shall thereupon terminate without notice of any kind, which is hereby waived by the Sellers; Seller unless both the Buyer and the Seller agree in writing that such event shall not trigger an Early Termination hereunder and (bbC) in the case of any other Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any SellerEvent, so long as such Purchase Termination Event shall be continuing, the Company Buyer, the Administrative Agent or any Purchaser Agent may (subject to subsection 9.4) terminate its obligation to purchase Receivables Purchased Collateral from such the Seller by written notice to such the Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aaA), (bb), (ccB) or (ddC) of this Article VII which affects a Seller VIII is herein called an "“Early Termination" with respect to such Seller”); provided, however, provided that in the event of an any involuntary petition or proceeding -------- ------- as described in paragraphs (e)(iiv)(A) and (iv)(B) above, the Company Buyer shall not purchase Receivables Purchased Collateral from such the Seller until such time, if any, as unless such involuntary petition or proceeding has been is dismissed; provided, that such dismissal shall -------- have occurred bonded or discharged within 60 sixty (60) days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Capitalsource Inc)
Purchase Termination Events. If any of the following events (herein called each, a "Purchase Termination EventsEvent") shall have occurred and be continuingcontinuing with respect to a Seller:
(a) any such Seller shall fail to pay (i) to pay any amount due pursuant to subsection 2.5 or 2.6 under Article II hereof hereunder in accordance with the provisions thereof hereof and such failure shall continue unremedied for a period of five days Business Days or (ii) any other amount due hereunder in accordance with the provisions hereof and such failure shall continue unremedied for a period of five Business Days from the earlier to occur of (Ax) the date any officer upon which a Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and failure or (By) the date such Seller receives on which written notice of such default from failure, requiring the same to be remedied, shall have been given (1) to such Seller by the Company or the Administrative Agent Trustee or (ii2) to pay any other amount required the Company, to be paid by the Trustee and to such Seller hereunder within two Business Days by holders of Investor Certificates evidencing 25% or more of the date when dueAggregate Invested Amount; or
(b) any such Seller shall fail to observe or perform in any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in material respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph subsection (a) of this Section 7.01 or Section 5.07(b)); provided that the failure to observe or perform either (i) the covenant specified in Section 6.02 or (bii) of this Article VII); provided, that no such failure -------- any other covenant specified herein (other than the covenants specified in Section 6.01 and Sections 6.03-6.11) shall not constitute a Purchase Termination Event under this paragraph subsection (cb) unless such default failure shall continue unremedied for a period of 30 consecutive days from the earlier of (Ai) the date any Responsible Officer of on which such Seller has or the Master Servicer obtains actual knowledge of such default failure and (Bii) the date on which such Seller receives notice of such default failure from the Company Company, the Servicer or the Administrative AgentTrustee; or
(dc) (i) any representation, warranty, certification or statement made or deemed made by any such Seller to in this Agreement or in any statement, record, certificate, financial statement or other document certificate delivered pursuant to this Agreement (other than the Officer's Certificate to be delivered pursuant to Section 5.07(b)) shall prove to have been false or misleading incorrect in any material respect on or as of the date when made or deemed made; provided, provided that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph subsection (dc) based upon a breach of any representation or warranty set forth in subsection 4.2 Section 4.02 if the Sellers such Seller shall have complied compiled with the provisions of subsection 2.6 Section 2.06 in respect thereof; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent having jurisdiction seeking (x) in the premises shall enter a decree or order for relief in respect of such Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, "Applicable Insolvency Laws"), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii)(A) an involuntary case is commenced against such Seller under any Applicable Insolvency Law now or Seller Guarantor hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Seller, or over all or a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Codesuch Seller, as now constituted or hereafter amendedshall have been entered, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a an interim receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian of such Seller for any Seller all or Seller Guarantor or for a substantial part of the property or assets of any such Seller or Seller Guarantor or (z) the winding-up or liquidation is involuntarily appointed, a warrant of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Codeattachment, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership execution or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to process is issued against any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(i) there shall have occurred a Termination Event under the Receivables Transfer Agreement or (ii) the Amortization Period shall have commenced; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(j) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lien; then, (aa) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (ddB) any event referred to in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa)ii)(A) above continues for 60 days unless dismissed, (bb), (cc) bonded or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller)discharged; provided, however, that such 60-day period shall be deemed terminated immediately upon the occurrence of any of the events referred to in this Section 7.01(d) other than those referred to in clause (ii)(A) above; (iii) such Seller shall at its request have a decree or an order for relief entered with respect to it or commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the event entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) abovecase to a voluntary case, under any such Applicable Insolvency Law, consent to the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding.appointment of
Appears in 1 contract
Purchase Termination Events. If any of the following events (herein called "each a “Purchase Termination Events"Event”) shall have occurred and be continuing:
(a) any the Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 Sections 6.1 or 2.6 6.3 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days Business Days from the earlier of (A) the date any officer Responsible Officer of such the Seller or the Master Servicer obtains knowledge of such default failure and (B) the date such the Seller receives notice of such default failure from the Company Buyer, the Servicer or the Administrative Agent or (ii) to pay any other amount required to be paid by such the Seller hereunder within two Business Days of the date when due; or
(b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VIISection 8.1); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue and the same continues unremedied for a period of 30 consecutive 10 days from after the earlier to occur of (Ai) the date any Responsible Officer on which written notice of such Seller or failure requiring the Master Servicer obtains knowledge of such default and same to be remedied shall have been given to the Sellerand (Bii) the date such on which the Seller receives notice of such default from the Company or the Administrative Agent; orbecomes aware thereof;
(dc) any representation, warranty, certification or statement made or deemed made by any the Seller to in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date incorrect when made or deemed made; provided, provided that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (diii) based upon a breach of any representation or warranty set forth in subsection 4.2 Sections 6.1 or 6.3 if the Sellers Seller shall have complied with the provisions of subsection 2.6 Sections 6.1 or 6.3, as applicable, in respect thereof; or
(iA) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent having jurisdiction seeking (x) in the premises shall enter a decree or order for relief in respect of the Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, “Applicable Insolvency Laws”), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law no now or hereafter in effect and shall not be stayed; (B) (I) any involuntary case is commenced against the Seller under any Applicable Insolvency Law now or Seller Guarantor hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States CodeSeller, as now constituted or hereafter amendedshall have been entered, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a an interim receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian of the Seller for any Seller all or Seller Guarantor or for a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or assets similar process is issued against any substantial part of the property of the Seller, and (II) any Seller or Seller Guarantor or event referred to in clause (zB)(I) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed above continues for 60 days unless dismissed, bonded or disclosed; (C) the Seller shall at its request have a decree or an order for relief entered with respect to it or decree approving or ordering commence a voluntary case under any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as Applicable Insolvency Law now constituted or hereafter amendedin effect, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) shall consent to the institution ofentry of a decree or an order for relief in an involuntary case, or fail to contest in the conversion of an involuntary case to a timely and appropriate mannervoluntary case, to under any proceeding or the filing of any petition described in clause (e)(i) abovesuch Applicable Insolvency Law, (v) apply for or consent to the appointment of or taking possession by a receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian for such Seller all or Seller Guarantor or for a substantial part of its property; (D) the property or assets making by the Seller of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, ; (yE) become unable, admit in writing its the inability or fail failure of the Seller generally to pay its debts as they such debts become due due; or (zF) take any manager of the Seller authorizes action for the purpose of effecting to approve any of the foregoing; or
(ie) there shall have occurred (A) a Termination Event under set forth in Section 10.1 of the Receivables Transfer Sale and Servicing Agreement or (iiB) the Amortization Period shall have commencedcommenced and be continuing; or
(f) the Seller has been terminated as Servicer following a Servicer Termination Event with respect to such Seller under Section 6.15 of the Sale and Servicing Agreement; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC Pension Benefit Guaranty Corporation against any the Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(ih) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on on, any real or personal property of the Receivables Seller pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) § 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any the Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reserves; or
(ji) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any the Seller unless there shall have been delivered to the Administrative Agent proof of release of such Lien; , then, (aaA) in the case of any Purchase Termination Event described in paragraph (c), (d)(A), (e), (f), (g) or (other than clause (ii)(y) thereofh) above with respect to any Seller, automatically the obligation of the Company Buyer to purchase Receivables Purchased Collateral from such the Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by such Seller, (B) in the case of any Purchase Termination Event described in paragraph (d)(B) above, the obligation of the Buyer to purchase Purchased Collateral from the Seller shall thereupon terminate without notice of any kind, which is hereby waived by the Sellers; Seller unless both the Buyer and the Seller agree in writing that such event shall not trigger an Early Termination hereunder and (bbC) in the case of any other Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any SellerEvent, so long as such Purchase Termination Event shall be continuing, the Company Buyer and the Administrative Agent may (subject to subsection 9.4) terminate its obligation to purchase Receivables Purchased Collateral from such the Seller by written notice to such the Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aaA), (bb), (ccB) or (ddC) of this Article VII which affects a Seller VIII is herein called an "“Early Termination" with respect to such Seller”); provided, however, provided however that in the event of an any involuntary petition or proceeding -------- ------- as described in paragraphs (e)(id)(A) and (d)(B) above, the Company Buyer shall not purchase Receivables Purchased Collateral from such the Seller until such time, if any, as unless such involuntary petition or proceeding has been is dismissed; provided, that such dismissal shall -------- have occurred bonded or discharged within 60 days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Sale and Contribution Agreement (Capitalsource Inc)
Purchase Termination Events. If any one or more of the following events (herein called each a "Purchase Termination EventsEvent") shall have occurred and be continuingoccur:
(a) any The Seller shall fail (i) to pay make any amount payment or deposit required to be made by it hereunder when due pursuant to subsection 2.5 or 2.6 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five days from the earlier of two (A2) the date any officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent or (ii) to pay any other amount required to be paid by such Seller hereunder within two Business Days of the date when dueDays; or
(b) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); provided, that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (c) unless such default shall continue unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default from the Company or the Administrative Agent; or
(d) any Any representation, warranty, certification or statement made or deemed made by any the Seller to this Agreement hereunder or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement hereto shall prove to have been false or misleading in any material respect on or as of the date incorrect when made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty made by the Borrower with respect to one or more Loans pursuant to Section 4.2 shall not constitute a Purchase Termination Event hereunder if the Seller either (i) cures such breach, (ii) purchases such Purchased Loan from the Purchaser at the applicable Repurchase Price in accordance with Section 2.4 or (iii) substitutes an Eligible Substitute Loan for such Loan in accordance with Section 2.5; or
(c) The Seller shall fail to perform or observe any covenant or agreement (i) set forth in subsection 4.2 if the Sellers Section 5.1(a)(iv), 5.1(a)(vi), 5.1(a)(viii), 5.1(c), 5.1(e) or 5.1(k) and such failure shall have complied with the provisions continue for thirty (30) consecutive days or (ii) under any Transaction Document (other than as referred to in clause (i) of subsection 2.6 this paragraph (c) or Section 8.1(a)) and such failure shall continue unremedied for five (5) Business Days; or
(i) The Seller fails to make any payment in respect of any Indebtedness of the Seller when due, (ii) any default or other event or condition occurs or exists beyond the applicable grace or cure period, the effect of which is to permit any holder of Indebtedness of the Seller to cause (whether or not it elects to cause) any of such Indebtedness to become due before its stated maturity or regularly scheduled payment dates, or (iii) any of such Indebtedness is declared to be due and payable or required to be prepaid by the Seller before its stated maturity; or
(e) An Event of Bankruptcy shall occur with respect to the Seller; or
(f) A Change of Control shall occur with respect to the Seller; or
(g) The Seller fails, within 10 days after entry, to pay, bond, or otherwise discharge any one or more judgments or orders for the payment of money (not paid or fully covered by insurance) in excess of $1,000,000 (individually or collectively) or the equivalent thereof in another currency or currencies, or any warrant of attachment, sequestration, or similar proceeding against the Seller's assets having a value (individually or collectively) of $1,000,000 or the equivalent thereof in another currency or currencies, which is not either (i) stayed on appeals; (ii) being diligently contested in good faith by appropriate proceedings with adequate reserves having been set aside on the books of the Seller in accordance with GAAP, or (iii) dismissed by a court of competent jurisdiction; or
(h) This Agreement or any other Transaction Document 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 and the Purchaser or either of the Seller or the Purchaser shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability thereof; or
(i) an involuntary proceeding The Purchaser shall be commenced or an involuntary petition shall be filed cease to have a valid and perfected first priority security interest in a court of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent to the institution of, or fail to contest in a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(i) there shall have occurred a Termination Event under the Receivables Transfer Agreement or (ii) the Amortization Period shall have commenced; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies unless there shall have been delivered to the Administrative Agent proof of release of such Lien; or
(i) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reservesPurchased Assets; or
(j) a Federal tax The Internal Revenue Service shall file notice of Lien, in an amount equal a Lien pursuant to or greater than $1,000,000, Section 6323 of the Tax Code with regard to any assets of the Seller and such Lien shall not have been filed against released within fifteen (15) Business Days after the Seller obtains notice thereof, or the PBGC shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any Seller unless there assets of the Seller; or
(k) An Amortization Event shall have been delivered to occur under the Administrative Agent proof of release of such LienCredit and Security Agreement; then, (aa) in any such event, no further Conveyances of Additional Loans or Eligible Substitute Loans may be made to the case Purchaser hereunder. Notwithstanding any cessation of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect Conveyances hereunder, Purchased Assets transferred to any Seller, automatically the obligation of the Company Purchaser prior to purchase Receivables from such Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Sellers; (bb) in the case of any Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating such Amortization Date and principal collections and interest collections on the Loans, insurance proceeds and other proceeds in respect of such Loans whenever received, shall continue to Sellers that generated more than 10% be property of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(i) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceedingPurchaser.
Appears in 1 contract
Sources: Purchase and Contribution Agreement (PMC Commercial Trust /Tx)
Purchase Termination Events. If any of the following events (herein called "Purchase Termination Events") shall have occurred and be continuing:
(a) any the Seller shall fail (i) to pay any amount due pursuant to subsection 2.5 or 2.6 Section 2.06 in accordance Receivables Sale Agreement with the provisions thereof and such failure shall continue unremedied for a period of five days Business Days from the earlier of (A) the date any officer Responsible Officer of such the Seller or the Master Servicer obtains knowledge of such default failure and (B) the date such the Seller receives notice of such default failure from the Company Company, the Servicer or the Administrative Agent Trustee or (ii) to pay any other amount required to be paid by such the Seller hereunder within two five Business Days of the date when due; or
(b) any the Seller shall fail to observe or perform in any covenant or agreement applicable to it contained in subsection 5.2. 5.7, 5.8, 5.13(b), 5.14 or 5.16(a) or Article VI; provided, that a Purchase Termination Event -------- shall not be deemed to have occurred under this paragraph (b) based upon a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in material respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VIISection 7.01); provided, provided that no such failure -------- shall constitute a Purchase Termination Event under this paragraph (cb) unless such default failure shall continue unremedied for a period of 30 consecutive days from the earlier of (A) date the date any Responsible Officer of such Seller or the Master Servicer obtains knowledge of such default and (B) the date such Seller receives notice of such default failure from the Company Company, the Servicer or the Administrative AgentTrustee; or
(dc) any representation, warranty, certification or statement made or deemed made by any the Seller to in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading incorrect in any material respect on or as of the date when made or deemed made; provided that no such event shall constitute a Purchase Termination Event unless such event shall continue unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of the Seller obtains knowledge thereof and (B) the date the Seller receives notice of the incorrectness of such representation or warranty from the Company, the Servicer or the Trustee; provided, further, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (dc) based upon a breach of any representation or warranty set forth in subsection 4.2 Section 4.02 if the Sellers Seller shall have complied with the provisions of subsection 2.6 Section 2.06 in respect thereof; oror Receivables Sale Agreement
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent having jurisdiction seeking (x) in the premises shall enter a decree or order for relief in respect of the Seller in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, "Applicable Insolvency Laws"), which decree or order is not stayed or any other similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii)(A) an involuntary case is commenced against the Seller under any Applicable Insolvency Law now or Seller Guarantor hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Seller, or over all or a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States CodeSeller, as now constituted or hereafter amendedshall have been entered, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (y) the appointment of a an interim receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian of the Seller for any Seller all or Seller Guarantor or for a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or assets similar process is issued against any substantial part of the property of the Seller, and (B) any Seller or Seller Guarantor or event referred to in clause (zii)(A) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed above continues for 60 days unless dismissed, bonded or discharged; (iii) the Seller shall at its request have a decree or an order for relief entered with respect to it or decree approving or ordering commence a voluntary case under any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as Applicable Insolvency Law now constituted or hereafter amendedin effect, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) shall consent to the institution ofentry of a decree or an order for relief in an involuntary case, or fail to contest in the conversion of an involuntary case to a timely and appropriate mannervoluntary case, to under any proceeding or the filing of any petition described in clause (e)(i) abovesuch Applicable Insolvency Law, (v) apply for or consent to the appointment of or taking possession by a receiver, trustee, custodian, sequestrator, conservator trustee or similar official other custodian for such Seller all or Seller Guarantor or for a substantial part of its property; (iv) the property or assets making by the Seller of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due ; or (zv) take any the Board of Directors of the Seller authorizes action for the purpose of effecting to approve any of the foregoing; oror Receivables Sale Agreement
(ie) there shall have occurred a Termination (i) an Early Amortization Event under set forth in Section 7.01 of the Receivables Transfer Pooling Agreement or (ii) the Amortization Period with respect to all Outstanding Series shall have commencedoccurred and be continuing; or
(f) the Seller has been terminated as Servicer following a Servicer Default with respect to the Seller under the Servicing Agreement; or
(g) any Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; or
(h) a notice of Lien shall have been filed by the PBGC against any the Seller 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 Section 412(n) of the Code or Section 302(f) of ERISA applies and such notice could reasonably be expected to have a Material Adverse Effect with respect to the Seller unless there shall have been delivered to the Administrative Agent Trustee and the Rating Agencies proof of release of such Lien; or
(ih) any Lien in an amount equal to or greater than $1,000,000 10,000,000 has been asserted against or imposed on the Receivables pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. (S) 9607(1ss. 9607(l), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any the Seller, unless such Lien is being contested in good faith and for which such Seller has compliance with the standard set aside on its books adequate reservesforth in Section 5.13; or
(ji) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,0002,000,000, shall have been filed against any Seller the Seller, unless such Lien is being contested in compliance with the standard set forth in Section 5.13 or there shall have been delivered to the Administrative Agent Trustee and the Rating Agencies proof of release of such Lien; thenor
(j) any "Event of Default", as such term is defined in paragraph (b), (aac) or (d) (but only Receivables Sale Agreement with respect to Article VI of the Credit Agreement in the case of paragraph (d)) of Article VII of the Credit Agreement, after giving effect to any grace period applicable thereto under the Credit Agreement, shall have occurred and be continuing;
(i) in the case of any Purchase Termination Event described in paragraph (d), (e) or (other than clause (ii)(yg) thereof) above with respect to any Sellerabove, automatically the obligation of the Company to purchase Receivables from such Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Sellers; Seller and (bbii) in the case of any other Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any SellerEvent, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from such the Seller by written notice to such the Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination pursuant to clause (aa), (bb), (cci) or (ddii) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller"); provided, howeverhow ever, that in the event of an involuntary petition or proceeding -------- ------- as described in paragraphs (e)(id)(i) and (d)(ii) above, the Company shall not purchase Receivables from such the Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, provided that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding.
Appears in 1 contract
Sources: Receivables Sale Agreement (American Axle & Manufacturing Holdings Inc)
Purchase Termination Events. If If, with respect to any Seller, any of the following events (herein called "Purchase Termination Events") shall have occurred and be continuing:
(a) any Such Seller shall fail (i) to pay make any amount payment or deposit to be made by it hereunder when due pursuant to subsection 2.5 or 2.6 in accordance with the provisions thereof and such failure shall remain unremedied for thirty days after the date such Seller becomes aware of such failure; or
(b) A Trust Agreement Event of Default shall have occurred; or
(c) Any representation or warranty made or deemed to be made by such Seller or any of its officers under or in connection with any Transaction Document, Sales and Valuation Report or other information, statement, record, certificate, document or report delivered pursuant to a Transaction Document shall prove to have been false or incorrect in any material respect when made or deemed made (including in each case by omission of material information necessary to make such representation, warranty, certificate or statement not misleading) and such misrepresentation or breach of warranty shall continue unremedied for a period of five 30 days from the earlier of (A) the date any officer Authorized Officer of such Seller obtains knowledge thereof and (B) the date such Seller receives notice of the incorrectness of such representation or warranty from the Master Servicer Purchaser; provided, further, that if such misrepresentation or breach of warranty can be remedied and such Seller is diligently pursuing such remedy and there shall not be in existence a Cure Period Cut-off Event, then such misrepresentation or breach of warranty shall not constitute a Purchase Termination Event for a period of an additional thirty (30) days; or
(d) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in SECTION 5.2, 5.6 or 5.7 or Article VI of this Agreement on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the earlier of (A) the date any Authorized Officer of such Seller obtains knowledge of such default failure and (B) the date such Seller receives notice of such default failure from the Company or the Administrative Agent or (ii) to pay Purchaser; provided, further, that if any other amount required to be paid by such Seller hereunder within two Business Days of the date when due; or
(b) any Seller shall fail Seller's failure to observe or perform any other term, covenant or agreement applicable to it contained in subsection SECTION 5.2. 5.7, 5.8, 5.13(b), 5.14 5.6 or 5.16(a) 5.7 or Article VI; provided, that a Purchase Termination Event -------- VI of this Agreement can be cured and such Seller is diligently pursuing such cure and there shall not be deemed to have occurred under this paragraph (b) based upon in existence a failure to observe a covenant giving rise to a Repurchase Event if the Seller shall have complied with the provisions of subsection 2.6 in respect thereof; or
(c) any Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (a) or (b) of this Article VII); providedCure Period Cut-off Event, that no then such failure -------- shall not constitute a Purchase Termination Event under this paragraph for a period of an additional thirty (c30) unless days; or
(e) Such Seller shall fail to perform or observe any other term, covenant or agreement contained in any Transaction Document on its part to be performed or observed and any such default failure shall continue remain unremedied for a period of 30 consecutive days from the earlier of (A) the date any Responsible Authorized Officer of such Seller or the Master Servicer obtains knowledge of such default failure and (B) the date such Seller receives notice of such default thereof from the Company Purchaser, the Servicer, or the Administrative Collateral Agent; provided, however, that if such failure may be cured and if such Seller has commenced and is diligently pursuing a cure to such failure and there shall not be in existence a Cure Period Cut-off Event, then such failure shall not constitute a Purchase Termination Event for a period of an additional thirty (30) days; or
(df) Any Transaction Document to which such Seller is a party shall cease, for any representationreason, warrantyto be in full force and effect, certification or statement made or deemed made by any such Seller to this Agreement or shall so assert in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the date made or deemed made; provided, that a Purchase -------- Termination Event shall not be deemed to have occurred under this paragraph (d) based upon a breach of any representation or warranty set forth in subsection 4.2 if the Sellers shall have complied with the provisions of subsection 2.6 in respect thereof; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (x) relief in respect of any Seller or Seller Guarantor or of a substantial part of the property or assets of any Seller or Seller Guarantor under Title 11 of the United States Code, as now constituted or hereafter amendedwriting, or any other Federal, State event shall occur or foreign bankruptcy, insolvency, receivership act be taken or similar law, be omitted to be taken such that would cause the Purchaser to fail to have a valid and perfected first priority security interest in the Purchased Inventory under the UCC (ysubject to Permitted Liens and Liens on Ineligible Inventory that would be reasonably expected not to have a Material Adverse Collateral Effect) in the appointment of event the transactions contemplated hereby were characterized as a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller or Seller Guarantor or for a substantial part financing notwithstanding the intent of the property or assets of any Seller or Seller Guarantor or (z) the winding-up or liquidation of any Seller or Seller Guarantor; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) any Seller or Seller Guarantor shall (t) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, State or foreign bankruptcy, insolvency, receivership or similar law, (u) consent parties hereto to the institution of, or fail to contest in effect a timely and appropriate manner, to any proceeding or the filing of any petition described in clause (e)(i) above, (v) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Seller or Seller Guarantor or for a substantial part of the property or assets of such Seller or Seller Guarantor, (w) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (x) make a general assignment for the benefit of creditors, (y) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (z) take any action for the purpose of effecting any of the foregoing; or
(i) there shall have occurred a Termination Event under the Receivables Transfer Agreement or (ii) the Amortization Period shall have commencedsale; or
(g) any There shall occur an Insolvency Proceeding with respect to such Seller ceases to be a, direct or indirect, wholly owned Subsidiary of WMI; orand such Seller is a Significant Seller;
(h) a notice of Lien There shall have been filed by the PBGC against any Seller under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment occur an Unmatured Involuntary Insolvency Proceeding with respect to a plan to which Section 412(n) Seller that has not been released or fully vacated within five Business Days after commencement, filing or levy, as the case may be; provided that such event shall not constitute a Purchase Termination Event if within five Business Days of such commencement, filing or levy, the Code or Section 302(f) of ERISA applies unless there shall Required Financing Parties have been delivered waived such event by a writing provided to the Administrative Agent proof of release of such Lien; orServicer and the Collateral Agent;
(i) any Lien in There shall occur an amount equal to or greater than $1,000,000 has been asserted against or imposed on the Receivables pursuant Unmatured Involuntary Insolvency Proceeding with respect to the Comprehensive Environmental ResponsePurchaser that has not been released or fully vacated within five Business Days after commencement, Compensationfiling or levy, as the case may be; provided that such event shall not constitute a Purchase Termination Event if within five Business Days of such commencement, filing or levy, the Required Financing Parties have waived such event by a writing provided to the Servicer and Liability Act, 42 U.S.C. (S) 9607(1), or any equivalent or comparable state law, relating to or arising from the costs of, response to, or investigation, remediation or monitoring of, any environmental contamination resulting from the current or past operations of any Seller, unless such Lien is being contested in good faith and for which such Seller has set aside on its books adequate reservesCollateral Agent; or
(j) LTV Steel has been terminated as Servicer following a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against any Seller unless there shall have been delivered to the Administrative Agent proof of release of such LienServicer Termination Event; then, (aax) in the case of any Purchase Termination Event described in paragraph (eb), (g), and (i) above or in paragraph (other than clause (ii)(y) thereofh) above with respect to any a Significant Seller, automatically the obligation of the Company Purchaser to purchase Receivables from such Seller Inventory shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Sellers; , and (bby) in the case of any other Purchase Termination Event described in paragraph (e) (other than clause (ii)(y) thereof) above with respect to any Seller Guarantor, or any Purchase Termination Event described in paragraph (f)(ii), automatically the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without notice of any kind which is hereby waived by the Sellers; (cc) in the case of any Purchase Termination Event relating to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may (subject to subsection 9.4) Purchaser may, and at the direction of the Required Financing Parties must, terminate its obligation to purchase Receivables Inventory from such Seller by written notice to such Seller and (dd) in the case of the occurrence of one or more Purchase Termination Events relating to Sellers that generated more than 10% of the aggregate sales of all Sellers during the most recently ended calendar month, so long as such Purchase Termination Events shall be continuing, the Company may (subject to subsection 9.4) terminate its obligation to purchase Receivables from all Sellers by written notice to the Sellers (any termination with respect to one or more of the Sellers but not all Sellers pursuant to clause (aa), (bb), (cc) or (dd) of this Article VII which affects a Seller is herein called an "Early Termination" with respect to such Seller); provided, however, that in the event of an involuntary petition affected Seller or proceeding -------- ------- as described in paragraphs (e)(iSellers) above, the Company shall not purchase Receivables from such Seller until such time, if any, as such involuntary petition or proceeding has been dismissed; provided, that such dismissal shall -------- have occurred within 60 days of the filing of such petition or the commencement of such proceeding.
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