Purchase Termination Events. If any of the following events (each, a "Purchase Termination Event") shall have occurred and be continuing, then (a) in the case of a Purchase Termination Event other than a Purchase Termination Event described in subsection (ii) below, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of a Purchase Termination Event described in subsection (ii) below, the Purchase Termination Date shall occur automatically: (i) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d)); (ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d); (iii) There shall exist any event or occurrence that has a Material Adverse Effect; (iv) The Seller, for any reason, shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property; (v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Seller or AFL, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days; (vi) A default shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFL, the Seller or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each of CLAUSES (x) and (y) above, (1) AFL, the Seller or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;
Appears in 1 contract
Sources: Sale and Servicing Agreement (Arcadia Financial LTD)
Purchase Termination Events. If any of the following events (each, a "Purchase Termination EventPURCHASE TERMINATION EVENT") shall have occurred and be continuing, then :
(a) failure by the Seller to pay any amount or make any deposit required to be paid by it hereunder on or before the date occurring two Business Days after the date such payment or deposit is due;
(b) failure on the part of the Seller duly to observe or perform in any material respect any other covenants or agreements of the case Seller set forth herein which failure continues unremedied for 30 days after the earlier to occur of a Purchase Termination Event other than a Purchase Termination Event described in subsection (i) the date upon which the Seller obtains knowledge of such failure or (ii) belowthe date on which written notice of such failure, ▇▇▇▇▇▇ shallrequiring the same to be remedied, at shall have been given to the written request ofSeller by the Issuer or the Indenture Trustee, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Issuer and the Indenture Trustee and by any Investor Noteholder;
(c) any representation, warranty or certification made by the Owner Trustee declare the Purchase Termination Date Seller herein or in any report or certificate delivered pursuant hereto shall prove to have occurredbeen incorrect in any material respect when made or deemed made which failure, if capable of being remedied, continues unremedied for 30 days after the earlier to occur of (i) the date upon which the Seller obtains knowledge thereof and (b) in the case of a Purchase Termination Event described in subsection (ii) belowthe date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Issuer or the Indenture Trustee or to the Seller, the Purchase Termination Date Issuer and the Indenture Trustee by any Investor Noteholder;
(d) the Seller shall occur automatically:
fail to pay any principal of Funded Debt of the Seller which is then outstanding in a principal amount in excess of $25,000,000 at the scheduled maturity thereof, such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Funded Debt, and such Funded Debt is not paid within ten Business Days after the earlier of (i) Any event the day on which an Authorized Officer first obtains actual knowledge of such failure or (ii) written notice of such failure shall have been given to the Seller by the holder or holders of such Funded Debt; or Funded Debt of the Seller which is then outstanding in a principal amount in excess of $25,000,000 shall become due and payable prior to the scheduled maturity thereof as a result of the lawful acceleration thereof due to the occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than of an event described in Section 8.1(d))of default thereunder and such Funded Debt is not paid, or such acceleration thereof is not rescinded or annulled, within ten Business Days following such lawful acceleration thereof;
(iie) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There any material provision of this Agreement shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Sellercease, for any reason, to be in full force and effect or the Seller shall fail so assert in writing;
(f) the long-term unsecured senior debt of the Seller shall be rated below BB by S&P or below Ba2 by Moo▇▇'▇;
(g) there shall have been filed against the Seller or Dunlop (i) a notice of federal tax lien from the Internal Revenue Service or (ii) a notice of lien from the PBGC under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to grant make a required installment or other payment to a plan to which either of such sections applies;
(h) an Insolvency Event shall occur with respect to the Trust and Seller;
(i) a Termination Event with respect to maintain each Series of Outstanding Investor Notes shall have deemed to have occurred or shall have been declared to have occurred in favor accordance with the terms of the Trust a valid and perfected ownership interest applicable Indenture Supplement; or
(or, if not an ownership interest, j) the Issuer shall for any reason cease to have a valid and perfected first priority security interest) ownership interest in any material portion of the Purchased Receivables and the Receivables Property (to the extent that the Related Property constitutes property an ownership interest in which may be perfected by filing a financing statement under the UCC in the Applicable Jurisdictions), free and clear of any Adverse Claims, other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to than Permitted Liens, or any of the assets of the Seller or AFLany Affiliate thereof shall so assert in writing; PROVIDED, or the Pension Benefit Guaranty Corporation HOWEVER that a Purchase Termination Event shall file notice of not be deemed to have occurred under this paragraph (j) if there shall be a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller on one or AFL, more Purchased Receivables and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(vi) A default shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFL, the Seller or the Servicer which default (A) is a default shall repurchase such Purchased Receivables in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; accordance with SECTION 2.6 or (y) under any agreement providing for the sales Collection Agent shall make payment of a Collection Agent Indemnification Amount in respect of such Purchased Receivables by AFL, the Seller or the Servicer in accordance with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization Section 5.2 of the purchasers' or investors' interest in such ReceivablesCollection Agency Agreement; then, or the replacement of the Servicer as servicer thereunder; unless, (x) in the case of each any Purchase Termination Event described in paragraph (h) or (i) above, the obligation of CLAUSES (x) the Issuer to purchase Designated Receivables shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Seller and (y) abovein the case of any other Purchase Termination Event, (1) AFLso long as such Purchase Termination Event shall be continuing, the Seller or the Servicer, as the case Issuer may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse terminate its obligation to AFL, purchase Designated Receivables from the Seller or by written notice to the Servicer, as the case may be, shall have been entered on such proceedings;Seller.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Purchase Termination Events. If any of the following events (each, a herein called "Purchase Termination EventEvents") shall have occurred and be continuing, then continuing with respect to one or more Sellers:
(a) a Seller shall fail (i) to pay any amount due pursuant to Section 2.06 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five Business 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 of such failure from the Company, the related Servicer or the Trustee or (ii) to pay any other amount required to be paid by 48 Amended and Restated Receivables Sale Agreement such Seller hereunder within two Business Days of the date when due; or
(b) a 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 (a) of this Section 7.01); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (b) unless such failure shall continue unremedied for a period of 30 consecutive days from the date such Seller receives notice of such failure from the Company, the related Servicer or the Trustee; or
(c) any representation, warranty, certification or statement made or deemed made by such Seller in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made or deemed made, provided 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 if such Seller shall have complied with the provisions of Section 2.06 in respect thereof; or
(i) a court having jurisdiction 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 hereafter in effect, a 49 Amended and Restated Receivables Sale Agreement 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 of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (B) any event referred to in clause (ii)(A) above continues for 60 days unless dismissed, bonded or disclosed; (iii) the 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 entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (iv) the making by the Seller of any general assignment for the benefit of creditors; (v) the inability or failure of the Seller generally to pay its debts as such debts become due; or (vi) the Board of Directors of the Seller authorizes action to approve any of the foregoing; or
(e) there shall have occurred (i) an Early Amortization Event set forth in Section 7.01 of the Pooling Agreement or (ii) the Amortization Period with respect to all Outstanding Series shall have occurred and be continuing; or
(f) a Seller has been terminated as Servicer following a Servicer Default with respect to such Seller under the Servicing Agreement; or 50 Amended and Restated Receivables Sale Agreement
(g) a notice of Lien shall have been filed by the PBGC against a 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 Trustee and the Rating Agencies proof of release of such Lien; or
(h) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on, any real or personal property of a Seller pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. ss. 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 such Seller; or
(i) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against a Seller unless there shall have been delivered to the Trustee and the Rating Agencies proof of release of such Lien.
(i) in the case of a Purchase Termination Event other than a any Purchase Termination Event described in subsection paragraph (e)(i) above, the obligation of the Company to purchase Receivables from all Sellers shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Sellers, (ii) below, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of a any Purchase Termination Event described in subsection paragraph (iid), (g), (h) below, the Purchase Termination Date shall occur automatically:
or (i) Any event or occurrence that constitutes a Servicer Termination Event pursuant above, the obligation of the Company to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
purchase Receivables from such Seller shall thereupon automatically terminate without further notice of any kind, which is hereby waived by such Seller, (iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Seller, for any reason, shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Seller or AFL, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(vi) A default shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFL, the Seller or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each any Purchase Termination Event described in paragraph (e)(ii) above, the obligation of CLAUSES the Company to purchase Receivables from such Seller shall thereupon terminate without notice of any kind, which is hereby waived 51 Amended and Restated Receivables Sale Agreement by such Seller unless both the Company and such Seller agree in writing that such event shall not trigger an Early Termination hereunder and (xiv) in the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing, the Company may terminate its obligation to purchase Receivables from such Seller by written notice to such Seller (any termination pursuant to clause (i), (ii), (iii) or (iv) of this Article VII is herein called an "Early Termination"); provided, however, that in the event of an involuntary petition or proceeding as described in paragraphs (d)(i) and (yd)(ii) above, (1) AFLthe Company shall not purchase Receivables from such Seller unless such involuntary petition or proceeding is dismissed, bonded or discharged within 60 days of the Seller filing of such petition or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that commencement of such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;proceeding.
Appears in 1 contract
Sources: Receivables Sale Agreement (Lifestyle Furnishings International LTD)
Purchase Termination Events. If The occurrence of any one or more of the following events (each, shall constitute a "“Purchase Termination Event") shall have occurred and be continuing, then ”:
(a) AGCO shall fail to perform or observe any term, covenant or agreement hereunder or under any other Transaction Document and such failure shall continue for (i) except with respect to Section 3.03, twenty (20) Business Days or (ii) in the case of Section 3.03, two (2) Business Days, in each case, after the earlier of (A) the date on which AGCO obtains knowledge thereof and (B) the date on which written notice thereof is given to AGCO by the Purchaser;
(b) Any representation, warranty, certification or statement made by AGCO in this Agreement or any other Transaction Document shall prove to have been incorrect in any material respect (or in any respect, if such representation, warranty, certification or statement is already qualified by materiality) when made or deemed made and either (i) the failure of such representation, warranty, certification or statement to be true and correct shall have a Material Adverse Effect or (ii) such representation, warranty, certification or statement shall continue to be incorrect for twenty (20) Business Days after notice thereof; provided, however, that the breach of any representation and warranty of the Seller made with respect to any Sold Receivable shall not be a Purchase Termination Event other than a Purchase Termination Event described if the Seller purchases such Sold Receivable from the Purchaser (without recourse, warranty or representation, except as to title (subject to deficiencies in subsection (iititle transferred by the Seller to the Purchaser)) below, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of a Purchase Termination Event described in subsection (ii) below, the Purchase Termination Date shall occur automatically:
(i) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d))Repurchase Price;
(iic) Any event A Bankruptcy Event shall occur with respect to AGCO or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d)AGCO Finance;
(iiid) There AGCO shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Seller, for any reason, shall fail be required to grant to register as an “investment company” by the Trust and to maintain in favor provisions of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Seller or AFL, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Investment Company Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(vi) A default shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFL, the Seller or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each of CLAUSES (x) and (y) above, (1) AFL, the Seller or the Servicer1940, as the case may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedingsamended;
Appears in 1 contract
Purchase Termination Events. If The occurrence of any of the following events (each, shall constitute a "“Purchase Termination Event") shall have occurred and be continuing, then ” hereunder: (a) in a Termination Date under the case Receivables Purchase Agreement; or (b) any Originator, the Purchaser or the Parent or any of their respective Subsidiaries shall (i) apply for or consent to the appointment of a Purchase Termination Event other than receiver, trustee, liquidator or custodian or the like of itself or of all or a Purchase Termination Event described in subsection substantial part of its property, (ii) belowbecome unable, ▇▇▇▇▇▇ shalladmit in writing its inability or fail to pay its debts generally as they become due, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of a Purchase Termination Event described in subsection (ii) below, the Purchase Termination Date shall occur automatically:
(i) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There shall exist any event or occurrence that has make a Material Adverse Effect;
general assignment for the benefit of creditors, (iv) The Sellerbe adjudicated a bankrupt or insolvent, for any reason, shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall commence a voluntary case under the Federal Bankruptcy Code or any applicable bankruptcy or insolvency Law of Jersey or file notice a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency Law or file an answer admitting the material allegations of a lien pursuant to Section 6323 petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or action shall be taken by it for the purpose of the Internal Revenue Code with regard to effecting any of the assets of the Seller or AFLforegoing, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(vi) A default if without the application, approval or consent of any Originator, the Purchaser, the Parent or any of its Subsidiaries, a proceeding shall have occurred and be continuing (x) instituted in any court of competent jurisdiction, under any instrument Law relating to bankruptcy, insolvency, reorganization or agreement evidencingrelief of debtors, securing seeking in respect of such Originator, the Purchaser, the Parent or providing any of its Subsidiaries an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the issuance appointment of indebtedness for borrowed money in excess a trustee, receiver, liquidator or custodian or the like of $10,000,000 ofsuch Originator, the Purchaser, the Parent or its Material Subsidiaries or of all or any substantial part of its assets, or guaranteed byother like relief in respect thereof under any bankruptcy or insolvency Law, AFLand, if such proceeding is being contested by such Originator, the Seller Purchaser, the Parent or its Subsidiaries in good faith, the Servicer which default same shall (A) is a default result in payment the entry of an order for relief or any principal such adjudication or interest on such indebtedness when due or within any applicable grace period, appointment or (B) such default shall have resulted in acceleration continue undismissed for any period of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each of CLAUSES (x) and (y) above, (1) AFL, the Seller or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;60 consecutive days.
Appears in 1 contract
Purchase Termination Events. If If, with respect to any Seller, any of the following events (each, a "Purchase Termination Event"PURCHASE TERMINATION EVENT" with respect to such Seller) shall have occurred and be continuing, then :
(a) The Seller shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall 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 such Seller 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 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); PROVIDED, that no such event shall constitute a Purchase Termination Event other than 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 thereof and (B) the date such 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 described 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 Section 2.06 with respect to such Receivable; or
(d) Such Seller shall fail to perform or observe in any material respect any other term, covenant or agreement contained in subsection 5.01(d), (iig) belowor (h) 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; PROVIDED, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of that a Purchase Termination Event described shall not be deemed to have occurred under this paragraph (d) based upon a breach of any covenant set forth in subsection 5.01(d), (iig) belowor (h) or Section 5.03 with respect to any Receivable if the Sellers shall have complied with the provisions of Section 2.06 with respect to such Receivable; or
(e) Such Seller shall fail to perform or observe in any material respect any other term, covenant or agreement contained in any 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 Purchase Termination Date shall occur automatically:Servicer or the Trustee; or
(if) Any event or occurrence that constitutes Transaction Document to which such Seller is a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There party shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Sellercease, for any reason, to be in full force and effect, or USSC, or other such Seller shall so assert in writing, or the Company shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, have a valid and perfected first priority ownership or security interest) interest in any material portion of the Receivables and other Trust the Receivables Property;; or
(vi) The Internal Revenue Service such Seller shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to commence any of the assets of the Seller case, proceeding or AFL, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
other action (vi) A default shall have occurred and be continuing (xA) under any instrument existing or agreement evidencingfuture law of any jurisdiction, securing domestic or providing foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for the issuance of indebtedness for borrowed money in excess of $10,000,000 ofrelief entered with respect to it, or guaranteed byseeking to adjudicate it a bankrupt or insolvent, AFLor seeking reorganization, the Seller arrangement, adjustment, winding-up, liquidation, dissolution, composition or the Servicer which default (A) is a default in payment of any principal other relief with respect to it or interest on such indebtedness when due or within any applicable grace periodits debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or such default Seller shall have resulted in acceleration make a general assignment for the benefit of the maturity of such indebtednessits creditors; or (yii) 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), (ii), or (iii) above; or (v) such Seller shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(h) USSC has been terminated as Servicer following a Servicer Default with respect to USSC under the Servicing Agreement; or
(i) a Responsible Officer of USSC receives notice or becomes aware that a notice of Lien has been filed by the PBGC against any agreement providing for the sales of Receivables by AFLSeller, the Seller Company or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization Trust under Section 412(n) of the purchasers' Code or investors' interest in such Receivables, Section 302(f) of ERISA for a failure to make a required installment or the replacement other payment to a plan to which Section 412(n) of the Servicer as servicer thereunderCode or Section 302(f) of ERISA applies; unlessthen, (x) in the case of each of CLAUSES any Purchase Termination Event with respect to any Seller described in paragraph (xb)(i), (g) and (yi) above, 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 such Seller, (1y) AFLin the case of any Purchase Termination Event with respect to a Seller described in paragraph (b)(ii) above, the obligation of the Company to purchase Receivables from such Seller shall thereupon terminate without notice of any kind, which is hereby waived by such Seller, unless both the Company and such Seller agree in writing that such event shall not trigger an Early Termination hereunder and (z) in the case of any other Purchase Termination Event with respect to any Seller, so long as such Purchase Termination Event shall be continuing, the Company may terminate its obligation to purchase Receivables from such Seller by written notice to such Seller (any termination with respect to any Seller pursuant to clause (x), (y) or (z) of this Section 6.01 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 (g)(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 that such dismissal shall have occurred within 60 days of the filing of such petition or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that commencement of such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;proceeding.
Appears in 1 contract
Sources: Receivables Sale Agreement (United Stationers Supply Co)
Purchase Termination Events. If any of the following events (each, each a "“Purchase Termination Event"”) 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 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;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuingcontinuing under an agreement, then or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (aother than trade payables or non-recourse indebtedness) of $10,000,000 or more and, in the case of a Purchase Termination Event this clause (ii), such debt has been accelerated by the holder of such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) a Purchase Termination judgment which is fully discharged within 30 days after its entry, or (y) a judgment, the execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Subordinated Note shall cease to be in full force and effect or the 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;
(j) A Change in Control shall have occurred;
(k) If the Originator or any ERISA Affiliate should establish, maintain, contribute to or become obligated to contribute to any ERISA Plan and (i) a Reportable Event described in subsection shall have occurred with respect to any ERISA Plan; or (ii) below, ▇▇▇▇▇▇ shall, at a trustee shall be appointed by a United States District Court to administer any ERISA Plan; or (iii) the written request ofPBGC shall institute proceedings to terminate any ERISA Plan; or (iv) a complete or partial withdrawal by the Originator or any ERISA Affiliate from any Multiemployer Plan shall have occurred, or may with any Multiemployer Plan shall enter reorganization status, become insolvent, or terminate (or notify the consent ofOriginator or any ERISA Affiliate of its intent to terminate) under Section 4041A of ERISA; or (v) any ERISA Plan experiences an accumulated funding deficiency under Code Section 412(b); or (vi) the Originator or any ERISA Affiliate incurs any liability for a Prohibited Transaction under ERISA Section 502; provided that any of the events described in this Section 5.01(k) shall result in joint liability to the Originator and all ERISA Affiliates in excess of $5,000,000; or
(l) The Originator receives notice or becomes aware that a notice of federal tax lien has been filed against it; then, a Note Majority or a Certificate Majorityin any such event, the Purchaser may, by notice (which notice shall be in writing) to the SellerOriginator, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred; provided, and (b) however, that, in the case of a Purchase Termination Event any event described in subsection (iif) below, above the Purchase Termination Date shall occur automatically:
(i) Any event be deemed to have occurred automatically upon the occurrence of such event. Upon the declaration or automatic occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Seller, for any reason, shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Seller or AFL, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(vi) A default shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFLPurchase Termination Date, the Seller or Purchaser shall cease to make Purchases from the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each of CLAUSES (x) and (y) above, (1) AFL, the Seller or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;Originator hereunder.
Appears in 1 contract
Sources: Purchase and Contribution Agreement (Teco Energy Inc)
Purchase Termination Events. If The occurrence of any of the following events (each, shall constitute a "“Purchase Termination Event"” hereunder: The Seller, the Purchaser or the Parent or any of their respective Material Subsidiaries shall (i) shall have occurred and be continuing, then (a) in apply for or consent to the case appointment of a Purchase Termination Event other than receiver, trustee, liquidator or custodian or the like of itself or of all or a Purchase Termination Event described in subsection substantial part of its property, (ii) belowbecome unable, ▇▇▇▇▇▇ shalladmit in writing its inability or fail to pay its debts generally as they become due, at (iii) make a general assignment for the written request ofbenefit of creditors, (iv) be adjudicated a bankrupt or insolvent, (v) commence a voluntary case under the federal bankruptcy Laws of the United States of America or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency Law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice action shall be in writingtaken by it for the purpose of effecting any of the foregoing, or (vi) to if without the application, approval or consent of the Seller, the Indenture Trustee and Purchaser, the Owner Trustee declare Parent or any of its Material Subsidiaries, a proceeding shall be instituted in any court of competent jurisdiction, under any Law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Purchase Termination Date to have occurredSeller, and (b) the Purchaser, the Parent or any of its Material Subsidiaries an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the case appointment of a Purchase Termination Event described in subsection (ii) belowtrustee, receiver, liquidator or custodian or the like of the Seller, the Purchase Termination Date shall occur automatically:
(i) Any event Purchaser, the Parent or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (such Material Subsidiaries or of all or any substantial part of its assets, or other than an event described like relief in Section 8.1(d));
(ii) Any event respect thereof under any bankruptcy or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The insolvency Law, and, if such proceeding is being contested by the Seller, for any reason, shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Seller or AFL, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(vi) A default shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFLPurchaser, the Seller Parent or such Material Subsidiaries in good faith, the Servicer which default same shall (A) is a default result in payment the entry of an order for relief or any principal such adjudication or interest on such indebtedness when due or within any applicable grace period, appointment or (B) such default shall have resulted in acceleration continue undismissed for any period of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each of CLAUSES (x) and (y) above, (1) AFL, the Seller or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;60 consecutive days.
Appears in 1 contract
Purchase Termination Events. If any of the following events (each, a "Purchase Termination Event") shall have occurred and be continuing, then (a) in the case of a Purchase Termination Event other than a Purchase Termination Event described in subsection (ii) below, ▇▇▇▇▇▇ JPMD shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of a Purchase Termination Event described in subsection (ii) below, the Purchase Termination Date shall occur automatically:
(i) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Seller, for any reason, shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Seller or AFLOFL, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFLOFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(vi) A default shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFLOFL, the Seller or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFLOFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each of CLAUSES (xX) and (yY) above, (1) AFLOFL, the Seller or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFLOFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;
(A) Any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings not disclosed in writing by OFL, the Seller or the Servicer, as the case may be, prior to the date of execution and delivery of this Agreement is pending against OFL, the Seller or the Servicer, as the case may be, or any Affiliate thereof, which, in the reasonable opinion of JPMD, if adversely determined, would have a Material Adverse Effect, or (B) any material development not so disclosed has occurred in any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the reasonable opinion of JPMD, would have a reasonable probability of causing a Material Adverse Effect; or
(viii) OFL (if it is the Servicer) shall make any material adverse change in the Servicing Policy and Procedures without the prior written consent of JPMD (which consent shall not be unreasonably withheld); or
(ix) On any Determination Date after the first Transfer Date but prior to the Purchase Termination Date, (A) the Delinquency Ratio shall exceed 2.5%; (B) the Portfolio Loss Ratio shall exceed 2.0%; (C) the Warehousing Loss Ratio shall exceed 1.0%; or (D) the Average Net Excess Spread Percentage shall be less than 1.5%.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Olympic Financial LTD)
Purchase Termination Events. If any of the following events (each, each a "Purchase Termination EventPURCHASE TERMINATION EVENT") shall have occurred occur and be continuing, then (a) in the case of a Purchase Termination Event other than a Purchase Termination Event described in subsection (ii) below, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of a Purchase Termination Event described in subsection (ii) below, the Purchase Termination Date shall occur automatically:
(i) Any event Originator or occurrence that constitutes the Purchaser shall consent to the appointment of a Servicer Termination Event pursuant bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Section 8.1 (all or substantially all of its Accounts or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator in any bankruptcy proceeding or any other than insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding up or liquidation of its affairs, shall have been entered against such Originator or Purchaser, or such Originator or Purchaser shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an event described assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Originator shall become unable for any reason to sell Receivables to the Purchaser in Section 8.1(d))accordance with the provisions of this Agreement; or the Purchaser shall become unable for any reason to purchase Receivables from the Originators in accordance with the provisions of this Agreement;
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Seller, for any reason, shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 6321 of the Internal Revenue Code with regard to any of the assets of the Seller or AFLany Originator, or the Pension Benefit Guaranty Corporation shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 ERISA with regard to any of the assets of the Seller or AFLany Originator, and (in either case) the aggregate amount secured or to be secured, by such case lien exceeds $500,000, and such lien shall secure a liability in excess of $1,000,000 and shall not have been be released within 40 days;30 days following the filing date for such lien; or
(viiii) A default shall have occurred and be continuing (x) under any instrument Originator or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFL, the Seller or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each of CLAUSES (x) and (y) above, (1) AFL, the Seller or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, ERISA Affiliate shall have been entered on notified by the sponsor of a Multiemployer Plan that such proceedings;Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if solely as a result of such reorganization or termination the aggregate annual contributions of any Originator or its respective ERISA Affiliates to all Multiemployer Plans that are then in reorganization or have been or are being terminated have been or will be increased over the amounts required to be contributed to such Multiemployer Plans by such Originator or such ERISA Affiliates for the plan year immediately preceding the plan year in which such notification is received by an amount exceeding $500,000, and any Lien arising therefrom is not released within 30 days following the filing date for such lien; 33 then the Purchaser's obligation to purchase Receivables from such Originator as to which such Purchase Termination Event relates or, if such Purchase Termination Event relates to the Purchaser, from all Originators shall automatically be terminated upon the happening of such event.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Apparel Retailers Inc)
Purchase Termination Events. If any of the following events (each, a "“Purchase Termination Event"”) shall have occurred and be continuing, then :
(a) the Seller shall fail to observe or perform in the case of any material respect any covenant or agreement applicable to it contained herein; provided, that no such failure shall constitute a Purchase Termination Event other than under this paragraph (a) unless such default shall continue unremedied for a Purchase Termination Event described in subsection period of 30 consecutive days after the earlier of (i) the date on which any officer of the Seller has knowledge of such default and (ii) below, ▇▇▇▇▇▇ shall, at the date the Seller receives written request of, or may with notice of such default from the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and Purchaser;
(b) any representation or warranty made or deemed made by the Seller in this Agreement or which is contained in any certificate, document or financial or other statement delivered by it pursuant to this Agreement shall prove to have been false or misleading in any material respect on or as of the case date made or deemed made (other than any representation or warranty which relates to Transferred Media Assets the subject of a Purchase Termination Event described in subsection (ii) below, the Purchase Termination Date shall occur automatically:rescission pursuant to Section 2.03);
(i) Any event the Seller or occurrence that constitutes any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a Servicer Termination Event pursuant bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to Section 8.1 it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other than an event described in Section 8.1(d));
similar official for it or for all or any substantial part of its assets, or the Seller or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) Any event there shall be commenced against the Seller or occurrence that constitutes any of its Subsidiaries any case, proceeding or other action of a Servicer Termination Event pursuant nature referred to Section 8.1(d);
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 there shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Seller, for any reason, shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of be commenced against the Seller or AFLany of its Subsidiaries any case, proceeding or the Pension Benefit Guaranty Corporation shall file notice other action seeking issuance of a lien pursuant to Section 4068 warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the Employee Retirement Income Security Act entry of 1974 with regard to an order for any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and relief which shall not have been released vacated, discharged, or stayed or bonded pending appeal within 40 days60 days from the entry thereof; or (iv) the Seller or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Seller or any of its Subsidiaries shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;
(vid) A the Seller or any of its Subsidiaries shall (i) default shall have occurred and be continuing in making any payment of any principal of any Indebtedness on the due date with respect thereto; or (xii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or providing relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition results in such Indebtedness becoming due prior to its stated maturity; or
(e) Any judgment or order for the issuance payment of indebtedness for borrowed money in excess of $10,000,000 of, 250,000 (or guaranteed by, AFL, the equivalent thereof in any foreign currency) shall be rendered against the Seller or the Servicer any of its subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which default a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; then, (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each of CLAUSES any Purchase Termination Event described in paragraph (xc) and (yother than clause (v) thereof) above, automatically the obligation of the Purchaser to purchase Transferred Media Assets from the Seller shall thereupon automatically terminate without notice of any kind, which is hereby waived by the Seller; and (1B) AFLin the case of any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing, the Seller or the Servicer, as the case Purchaser may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse terminate its obligation to AFL, purchase Transferred Media Assets from the Seller or by written notice to the Servicer, as the case may be, shall have been entered on such proceedings;Seller.
Appears in 1 contract
Sources: Sale and Contribution Agreement (First Look Studios Inc)
Purchase Termination Events. (a) If any of the following events (each, each a "“Purchase Termination Event"”) shall have occurred:
(i) the Seller shall fail to pay (i) any amount due pursuant to Section 6.1 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five Business Days from the earlier of (A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Buyer, the Servicer, the Trustee, the Administrative Agent or any Purchaser Agent or (ii) any other amount required to be paid by the Seller hereunder within two Business Days of the date when due; or
(ii) the Seller shall fail to observe or perform any covenant or agreement applicable to it contained herein (other than as specified in paragraph (i) of this Section 8.1); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (ii) unless such failure shall continue unremedied for a period of 30 consecutive days from the date the Seller receives notice of such failure from the Buyer, the Servicer, the Trustee, the Administrative Agent or any Purchaser Agent; or
(iii) any representation, warranty, certification or statement made or deemed made by the Seller in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in a material respect when made or deemed made and shall not have been corrected within 5 Business Days of the Seller becoming aware of such incorrectness; provided that a Purchase Termination Event shall not be deemed to have occurred under this paragraph (iii) based upon a breach of any representation or warranty set forth in Section 6.1 if the Seller shall have complied with the provisions of Section 6.1 in respect thereof; or
(iv) (A) a court having jurisdiction 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 other 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 continuingstayed; (B) (I) any involuntary case is commenced against the Seller under any Insolvency Law now or hereafter in effect, then 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 of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (aII) any event referred to in clause (B)(I) 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 commence a voluntary case under any Insolvency Law now or hereafter in effect, or shall consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (D) the making by the Seller of any general assignment for the benefit of creditors; (E) the inability or failure of the Seller generally to pay its debts as such debts become due; or (F) the board of directors of the Seller authorizes action to approve any of the foregoing; or
(v) there shall have occurred (A) a Termination Event set forth in Section 10.1 of the Sale and Servicing Agreement or (B) the Amortization Period shall have commenced; or
(vi) the Seller has been terminated as Servicer following a Servicer Termination Event with respect to such Seller under the Sale and Servicing Agreement; or
(vii) a notice of Lien shall have been filed by the Pension Benefit Guaranty Corporation against 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
(viii) any Lien in an amount equal to or greater than $1,000,000 has been asserted against or imposed on, any real or personal property of the Seller pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 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 the Seller; or
(ix) a Federal tax notice of Lien, in an amount equal to or greater than $1,000,000, shall have been filed against the Seller unless there shall have been delivered to the Administrative Agent and each Purchaser Agent proof of release of such Lien then, (A) in the case of a Purchase Termination Event other than a any Purchase Termination Event described in subsection paragraph (iiiv), (v)(A), (vii), (viii) belowor (ix) above the obligation of the Buyer to purchase Purchased Collateral from the Seller shall thereupon automatically terminate without further notice of any kind, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, which is hereby waived by notice (which notice shall be in writing) to the such Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (bB) in the case of a any Purchase Termination Event described in subsection paragraph (iiv)(B) belowabove, the Purchase Termination Date shall occur automatically:
(i) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Seller, for any reason, shall fail to grant to the Trust and to maintain in favor obligation of the Trust a valid and perfected ownership interest (or, if not an ownership interest, a valid and perfected first priority security interest) in any material portion of Buyer to purchase Purchased Collateral from the Receivables and other Trust Property;
(v) The Internal Revenue Service Seller shall file thereupon terminate without notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of kind, which is hereby waived by the Seller or AFL, or unless both the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of Buyer and the Seller or AFLagree in writing that such event shall not trigger an Early Termination hereunder, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(viC) A default shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFL, the Seller or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each any other Purchase Termination Event, so long as such Purchase Termination Event shall be continuing, the Buyer, the Administrative Agent or any Purchaser Agent may terminate its obligation to purchase Purchased Collateral from the Seller by written notice to the Seller (any termination pursuant to clause (A), (B) or (C) of CLAUSES this Article VIII is herein called an “Early Termination”); provided, however, that, in the event of any involuntary petition or proceeding as described in paragraphs (xiv)(A) and (yiv)(B) above, (1) AFL, the Buyer shall not purchase Purchased Collateral from the Seller unless such involuntary petition or proceeding is dismissed, bonded or discharged within 60 days of the filing of such petition or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that commencement of such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;proceeding.
Appears in 1 contract
Purchase Termination Events. If any of the following events (each, each a "“Purchase Termination Event"”) shall have occurred and be continuing, then occur:
(a) in the case of a Purchase Termination Event The Originator shall fail to make any payment or deposit required to be made by it hereunder or under any other than a Purchase Termination Event described in subsection Facility Document when due and such failure shall continue for two (ii2) below, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and 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 case of a Purchase Termination Event described in subsection (ii) below, Purchaser or any Affected Party gives notice thereof to the Purchase Termination Date shall occur automatically:
(i) Any event Originator or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d))the Originator otherwise obtains knowledge thereof;
(iic) Any event representation or occurrence 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 constitutes the materiality standard in this clause (c) shall not apply to any such representation or warranty that is qualified by a Servicer Termination Event pursuant to Section 8.1(d)materiality standard by its terms) when made or deemed made or delivered;
(iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(ivd) The Seller, for any reason, Purchaser shall fail cease to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, have a valid and perfected first priority security interest) ownership interest in any material portion of each Purchased Receivable transferred hereunder and the Receivables Related Security, Collections and other Trust PropertyTransferred 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;
(vi) The Internal Revenue Service An Event of Termination under the Loan and Servicing Agreement shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Seller or AFLoccur, or (ii) the Pension Benefit Guaranty Corporation Termination Date under the Loan and Servicing Agreement shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 daysoccur;
(vif) A An Event of Bankruptcy shall occur with respect to the Originator;
(i) The Originator or any Significant Subsidiary shall default for a period beyond any applicable grace period (x) in the payment of any principal, interest or other amount due under any Indebtedness (other than trade payables or non-recourse indebtedness), or (y) any other event shall occur or condition shall exist under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (other than trade payables or non-recourse indebtedness), if the effect of such event or condition is to permit the acceleration of the maturity of such Indebtedness (other than trade payables or non-recourse indebtedness), and the outstanding amount or amounts payable under all such Indebtedness under clauses (x) and (y) equals or exceeds $50,000,000 or (ii) an event of default shall have occurred and be continuing under an agreement, or related agreements, under which the Originator or any Significant Subsidiary has outstanding Indebtedness (xother than trade payables or non-recourse indebtedness) under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFL, the Seller or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unlessmore and, in the case of each this clause (ii), such debt has been accelerated by the holder of CLAUSES such debt, or the holder of such debt has attempted to accelerate but such acceleration was prevented by applicable Governmental Rule;
(h) A final judgment or judgments shall be entered against the Originator or any Significant Subsidiary in the amount of $50,000,000 or more (net of amounts covered by insurance) individually or in the aggregate (other than (x) and a judgment which is fully discharged within 30 days after its entry, or (y) above, (1) AFLa judgment, the Seller execution of which is effectively stayed within 30 days after its entry but only for 30 days after the date on which such stay is terminated or expires) or, in the case of injunctive relief, which if left unstayed could reasonably be expected to have a Material Adverse Effect on the Originator;
(i) Any of this Agreement, the Loan and Servicing Agreement or the Servicer, as the case may be, is contesting Subordinated Note shall cease to be in good faith, by appropriate proceedings, that such indebtedness is due full force and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller effect or the Servicer, as 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 case may be, shall have been entered on such proceedingsexecution thereof;
Appears in 1 contract
Sources: Purchase and Contribution Agreement (Tampa Electric Co)
Purchase Termination Events. If If, with respect to USFC, any of the following events (each, a "Purchase Termination Event"PURCHASE TERMINATION EVENT" with respect to USFC) shall have occurred and be continuing, then :
(a) USFC shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall 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 USFC 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 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); provided, that no such event shall constitute a Purchase Termination Event other than unless such event shall continue unremedied for a period of 30 days from the earlier of (A) the date any Responsible Officer of USFC obtains knowledge thereof and (B) the date USFC 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 described 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 USFC shall have complied with the provisions of Section 2.06 with respect to such Receivable; or
(d) USFC shall fail to perform or observe in any material respect any other term, covenant or agreement contained in subsection 5.01(d), (iig) belowor (h) 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; provided, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of that a Purchase Termination Event described shall not be deemed to have occurred under this paragraph (d) based upon a breach of any covenant set forth in subsection 5.01(d), (iig) belowor (h) or Section 5.03 with respect to any Receivable if USFC shall have complied with the provisions of Section 2.06 with respect to such Receivable; or
(e) USFC shall fail to perform or observe in any material respect any other term, covenant or agreement contained in any 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 USFC obtains knowledge of such failure and (B) the date USFC receives notice thereof from the Company, the Purchase Termination Date shall occur automatically:Servicer or the Trustee; or
(if) Any event or occurrence that constitutes Transaction Document to which USFC is a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There party shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Sellercease, for any reason, to be in full force and effect, or USSC, or other USFC shall so assert in writing, or the Company shall fail to grant to the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (or, if not an ownership interest, have a valid and perfected first priority ownership or security interest) interest in any material portion of the Receivables and other Trust the Receivables Property;; or
(vi) The Internal Revenue Service USFC shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to commence any of the assets of the Seller case, proceeding or AFL, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
other action (vi) A default shall have occurred and be continuing (xA) under any instrument existing or agreement evidencingfuture law of any jurisdiction, securing domestic or providing foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for the issuance of indebtedness for borrowed money in excess of $10,000,000 ofrelief entered with respect to it, or guaranteed byseeking to adjudicate it a bankrupt or insolvent, AFLor seeking reorganization, the Seller arrangement, adjustment, winding-up, liquidation, dissolution, composition or the Servicer which default (A) is a default in payment of any principal other relief with respect to it or interest on such indebtedness when due or within any applicable grace periodits debts, or (B) such default seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or USFC shall have resulted in acceleration make a general assignment for the benefit of the maturity of such indebtednessits creditors; or (yii) there shall be commenced against USFC 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 USFC 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) USFC 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), (ii), or (iii) above; or (v) USFC shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;
(h) USFS has been terminated as Servicer following a Servicer Default with respect to USFS under any agreement providing for the sales Servicing Agreement;
(i) a Responsible Officer of Receivables USFS receives notice or becomes aware that a notice of Lien has been filed by AFLthe PBGC against USFC, the Seller Company or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization Trust under Section 4.12(n) of the purchasers' Code or investors' interest in such Receivables, Section 302(f) of ERISA for a failure to make a required installment or the replacement other payment to a plan to which Section 4.12(n) of the Servicer as servicer thereunderCode or Section 302(f) of ERISA applies; unlessor
(j) a Purchase Termination Event under the Amended and Restated Receivables Sale Agreement has occurred; then, (x) in the case of each of CLAUSES any Purchase Termination Event with respect to USFC described in paragraph (xb)(i), (g), (i) and (yj) above, the obligation of the Company to purchase Receivables from USFC shall thereupon automatically terminate without further notice of any kind, which is hereby waived by USFC, (1y) AFLin the case of any Purchase Termination Event with respect to USFS described in paragraph (b)(ii) above, the Seller obligation of the Company to purchase Receivables from USFC shall thereupon terminate without notice of any kind, which is hereby waived by USFC, unless both the Company and USFC agree in writing that such event shall not trigger an Early Termination hereunder and (z) in the case of any other Purchase Termination Event with respect to USFC, so long as such Purchase Termination Event shall be continuing, the Company may terminate its obligation to purchase Receivables from USFC by written notice to USFC (any termination with respect to USFC pursuant to clause (x), (y) or (z) of this Section 6.01 is herein called an "EARLY TERMINATION" with respect to USFC); PROVIDED, HOWEVER, that in the event of an involuntary petition or proceeding as described in paragraphs (g)(ii) and (g)(iii) above, the Company shall not purchase Receivables from USFC 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 Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that commencement of such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;proceeding.
Appears in 1 contract
Sources: Receivables Sale Agreement (United Stationers Supply Co)
Purchase Termination Events. If any of the following events (each, a herein called "Purchase Termination EventEvents") shall have occurred and be continuing, then :
(a) the Seller shall fail (i) to pay any amount due pursuant to Section 2.06 in accordance with the provisions thereof and such failure shall continue unremedied for a period of five Business Days from the earlier of (A) the date any Responsible Officer of the Seller obtains knowledge of such failure and (B) the date the Seller receives notice of such failure from the Company, the Servicer or the Trustee or (ii) to pay any other amount required to be paid by the Seller hereunder within five Business Days of the date when due; or
(b) 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 (a) of this Section 7.01); provided that no such failure shall constitute a Purchase Termination Event under this paragraph (b) unless such failure shall continue unremedied for a period of 30 consecutive days from the date the Seller receives notice of such failure from the Company, the Servicer or the Trustee; or
(c) any representation, warranty, certification or statement made or deemed made by the Seller in this Agreement or in any statement, record, certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect 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 (c) based upon a breach of any representation or warranty set forth in Section 4.02 if the Seller shall have complied with the provisions of Section 2.06 in respect thereof; or
(i) a court having jurisdiction 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 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 of the Seller, shall have been entered, an interim receiver, trustee or other custodian of the Seller for all or a substantial part of the property of the Seller is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Seller, and (B) any event referred to in clause (ii)(A) 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 commence a voluntary case under any Applicable Insolvency Law now or hereafter in effect, or shall consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (iv) the making by the Seller of any general assignment for the benefit of creditors; or (v) the Board of Directors of the Seller authorizes action to approve any of the foregoing; or
(e) there shall have occurred (i) an Early Amortization Event set forth in Section 7.01 of the Pooling Agreement or (ii) the Amortization Period with respect to all Outstanding Series shall have occurred 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) a notice of Lien shall have been filed by the PBGC against 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 Trustee and the Rating Agencies proof of release of such Lien; or
(h) 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. Section 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 the Seller, unless such Lien is being contested in compliance with the standard set forth in Section 5.13; or
(i) a federal tax notice of Lien, in an amount equal to or greater than $2,000,000, shall have been filed against 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 Trustee and the Rating Agencies proof of release of such Lien; or
(j) any "Event of Default", as such term is defined in paragraph (b), (c) or (d) (but only 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 a Purchase Termination Event other than a any Purchase Termination Event described in subsection paragraph (d), (e) or (g) above, the obligation of the Company to purchase Receivables shall thereupon automatically terminate without further notice of any kind, which is hereby waived by the Seller and (ii) below, ▇▇▇▇▇▇ shall, at the written request of, or may with the consent of, a Note Majority or a Certificate Majority, by notice (which notice shall be in writing) to the Seller, the Indenture Trustee and the Owner Trustee declare the Purchase Termination Date to have occurred, and (b) in the case of a any other Purchase Termination Event, so long as such Purchase Termination Event described in subsection shall be continuing, the Company may terminate its obligation to purchase Receivables from the Seller by written notice to the Seller (any termination pursuant to clause (i) or (ii) belowof this Article VII is herein called an "Early Termination"); provided, however, that in the event of an involuntary petition or proceeding as described in paragraphs (d)(i) and (d)(ii) above, the Purchase Termination Date Company shall occur automatically:
(i) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1 (other than an event described in Section 8.1(d));
(ii) Any event or occurrence that constitutes a Servicer Termination Event pursuant to Section 8.1(d);
(iii) There shall exist any event or occurrence that has a Material Adverse Effect;
(iv) The Seller, for any reason, shall fail to grant to not purchase Receivables from the Trust and to maintain in favor of the Trust a valid and perfected ownership interest (orSeller until such time, if not an ownership interestany, a valid and perfected first priority security interest) in any material portion of the Receivables and other Trust Property;
(v) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of the assets of the Seller as such involuntary petition or AFLproceeding has been dismissed, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of the Seller or AFL, and in either provided that such case such lien shall secure a liability in excess of $1,000,000 and shall not have been released within 40 days;
(vi) A default dismissal shall have occurred and be continuing (x) under any instrument or agreement evidencing, securing or providing for within 60 days of the issuance filing of indebtedness for borrowed money in excess of $10,000,000 of, or guaranteed by, AFL, the Seller such petition or the Servicer which default (A) is a default in payment of any principal or interest on such indebtedness when due or within any applicable grace period, or (B) such default shall have resulted in acceleration of the maturity commencement of such indebtedness; or (y) under any agreement providing for the sales of Receivables by AFL, the Seller or the Servicer with an aggregate purchase price outstanding over $10,000,000, resulting in the early amortization of the purchasers' or investors' interest in such Receivables, or the replacement of the Servicer as servicer thereunder; unless, in the case of each of CLAUSES (x) and (y) above, (1) AFL, the Seller or the Servicer, as the case may be, is contesting in good faith, by appropriate proceedings, that such indebtedness is due and payable or that such acceleration or early amortization is rightful, and (2) no final judgment adverse to AFL, the Seller or the Servicer, as the case may be, shall have been entered on such proceedings;proceeding.
Appears in 1 contract
Sources: Receivables Sale Agreement (American Axle & Manufacturing Inc)