Rapid Amortization Events Sample Clauses
A Rapid Amortization Events clause defines specific triggers that require the accelerated repayment of principal on a financial instrument, such as an asset-backed security. Typically, these triggers might include events like a significant increase in defaulted assets, breaches of performance thresholds, or other adverse developments affecting the underlying collateral. The core function of this clause is to protect investors by ensuring that, in the event of deteriorating asset performance, available cash flows are redirected to pay down principal more quickly, thereby reducing risk exposure.
Rapid Amortization Events. If any one of the following events occurs during the Managed Amortization Period:
(a) The failure of the Sponsor or the Master Servicer to make any payment or deposit required by the Sale and Servicing Agreement within three Business Days after the payment or deposit was required to be made;
(b) The failure of the Sponsor or the Master Servicer to cause the Depositor to observe or perform in any material respect the covenants of the Depositor in Section 2.01(h) or 2.05 of the Sale and Servicing Agreement.;
(c) The failure of the Sponsor to observe or perform in any material respect any other covenants of the Sponsor in the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Credit Enhancer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days (five days in the case of any failure to take the action specified in the second sentence of Section 2.01(f) of the Sale and Servicing Agreement or Section 2.04(b)(2) of the Sale and Servicing Agreement) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee, or to the Sponsor and the Indenture Trustee by the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes of Notes;
(d) Any representation or warranty made by the Sponsor or the Depositor in the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders or the Credit Enhancer are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders or the Credit Enhancer for 60 days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor or the Depositor, as the case may be, by the Indenture Trustee, or to the Sponsor, the Depositor, and the Indenture Trustee by either the Credit Enhancer or the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes. A Rapid Amortization Event pursuant to this subparagraph (d) shall not occur if the Sponsor has accepted retransfer of the related Mortgage Loans or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the ...
Rapid Amortization Events. The Notes shall be subject to rapid amortization, in whole and not in part, following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (e) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.7:
(a) the DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold;
(b) Wendy’s Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,000;
(c) a Manager Termination Event shall have occurred;
(d) an Event of Default shall have occurred; or
(e) the Master Issuer has not repaid or refinanced a Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Date, such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event.
Rapid Amortization Events. Section 7.01 Rapid Amortization Events The following shall constitute Rapid Amortization Events with respect to the Notes:
(a) default in the payment of any interest when the same becomes due and payable and such default continues for a period of five Business Days or a failure to pay the entire principal of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date.
(b) failure on the part of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, (i) to make any payment or deposit required by the terms of the Mortgage Loan Sale Agreement, this Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as applicable, within two Business Days after notification that such payment or deposit is required to be made, or (ii) to observe or perform in any material respect the covenants or agreements of the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, set forth in the Mortgage Loan Sale Agreement, Transfer and Servicing Agreement, the Indenture, the related Servicing Agreement or the Insurance Agreement, as the case may be, and which, in the case of clause (ii), continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, by the Indenture Trustee, or to the Issuer, the Master Servicer, the Seller or a Servicer, as the case may be, and the Indenture Trustee by the Insurer or Holders of Notes evidencing more than 50% of the Outstanding Amount;
(c) the Issuer, the Master Servicer, the Seller or a Servicer or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Seller or a Servicer or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall have been en...
Rapid Amortization Events. If any one of the following events shall occur during the Managed Amortization Period:
(a) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of this Agreement, on or before the date occurring three Business Days after the date such payment or deposit is required to be made herein, or (ii) duly to observe or perform in any material respect the covenants of the Transferor set forth in Section 2.04(a) or (iii) duly to observe or perform in any material respect any other covenants or agreements of the Transferor set forth in this Agreement, which failure, in each case, materially and adversely affects the interests of the Certificateholders or the Credit Enhancer and which, in the case of clause (iii), continues unremedied and continues to affect materially and adversely the interests of the Certificateholders for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%;
(b) any representation or warranty made by the Transferor or the Depositor in this Agreement shall prove to have been incorrect in any material respect when made, as a result of which the interests of the Investor Certificateholders or the Credit Enhancer are materially and adversely affected and which continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Certificateholders or the Credit Enhancer for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor or the Depositor, as the case may be, by the Trustee, or to the Transferor, the Depositor and the Trustee by either the Credit Enhancer or the Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51%; provided, however, that a Rapid Amortization Event pursuant to this subparagraph (b) shall not be deemed to have occurred hereunder if the Transferor has accepted retransfer of the related Mortgage Loan or Mortgage Loans during such period (or such longer period (not to exceed an additional 60 days) as the Trustee may specify) in accordance with the provisions hereof;
(c) the Transferor or the Depositor shall voluntarily go into liquidation, consent to the appointment of a co...
Rapid Amortization Events. If any one of the following events shall occur during the Revolving Period with respect to any Series of Notes (each, a “Rapid Amortization Event”):
(a) on any Determination Date during the Revolving Period, the average annualized Monthly Loss Percentage over the previous three (3) Monthly Periods is greater than the Specified Monthly Loss Percentage;
(b) a breach of any Concentration Limit for three (3) consecutive months during the Revolving Period;
(c) the Overcollateralization Test is not satisfied for more than five (5) Business Days; or
(d) the occurrence of a Servicer Default or an Event of Default; then, in the case of any event described in clause (a) through (d) above, a Rapid Amortization Event with respect to all Series of Notes shall occur unless otherwise specified in a related Series Supplement, without any notice or other action on the part of the Trustee or the affected Holders immediately upon the occurrence of such event. The Required Noteholders may waive any Rapid Amortization Event and its consequences.
Rapid Amortization Events. Section 11.01.
Rapid Amortization Events. 92 Section 11.02. Additional Rights Upon the Occurrence of Certain Events........................................... 93
Rapid Amortization Events. The Notes will be subject to rapid amortization in whole and not in part following the occurrence of any of the following events as declared by the Control Party (acting at the direction of the Controlling Class Representative) by written notice to the Issuer (with a copy to the Manager, the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided, that a Rapid Amortization Event described in clause (f) will occur automatically without any declaration thereof by the Control Party unless the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder of the applicable Notes that have not been repaid or refinanced in full on or prior to the applicable Series Anticipated Repayment Date have agreed to waive such event in accordance with Section 9.7:
(a) the failure to maintain a P&I DSCR greater than 1.20x as calculated on any Quarterly Calculation Date;
(b) the occurrence of a Manager Termination Event;
(c) the occurrence of an Event of Default;
(d) Twin Hospitality TP Systemwide Sales as calculated on any Quarterly Calculation Date are less than $450,000,000; provided, that such threshold may be increased or decreased at the request of the Issuer subject to approval by the Control Party (acting at the direction of the Controlling Class Representative);
(e) the Senior Leverage Ratio is greater than 7.00x as calculated on any Quarterly Calculation Date;
(f) the occurrence of a Series Anticipated Repayment Date; or
(g) the Controlling Class Representative determines that any of the Issuer, the Manager or FAT Brands has failed to perform or comply in any material respect with any of its obligations under the Side Letter. Upon the occurrence of a Rapid Amortization Event, the Control Party (acting at the direction of the Controlling Class Representative) will deliver, to the applicable recording office for recordation, any Mortgage granted by a Securitization Party and held in escrow by the Control Party for the benefit of the Secured Parties, unless such requirement to record is waived by the Control Party, acting at the direction of the Controlling Class Representative.
Rapid Amortization Events. A “Rapid Amortization Event,” wherever used herein, means any one of the following events:
Rapid Amortization Events. The following shall constitute Rapid Amortization Events with respect to the Notes:
(a) default in the payment of any interest on the Notes when the same becomes due and payable or the failure to pay any installment of principal of the Notes in accordance Section 5.03(b) of this Agreement, and such default or failure continues for a period of five Business Days, or a failure to pay the entire Note Principal Amount of any Note when the same becomes due and payable under the Indenture or on the Final Scheduled Payment Date;
(b) failure on the part of the Issuer, the Depositor, the Seller, the Master Servicer or any Originator to observe or perform in any material respect any other material covenants or agreements set forth in the Mortgage Loan Sale Agreement, this Agreement, the Indenture or the related Purchase and Servicing Agreement, as the case may be, which failure materially and adversely affects the Noteholders or the Insurers and continues unremedied for a period of 30 days after written notice of such failure requiring the same to be remedied shall have been given to the Issuer, the Depositor, the Seller, the Master Servicer or any Originator as the case may be, by the Indenture Trustee or the Insurers in accordance with the provisions of the Indenture;
(c) the Issuer, the Master Servicer, the Depositor, or the Seller or any of their Subsidiaries or Affiliates shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer, the Master Servicer, the Depositor, or the Seller or of or relating to all or substantially all of such Person’s property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer, the Master Servicer, the Depositor, or the Seller and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Issuer, the Master Servicer, the Depositor, or the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any appl...