Amortization Events Clause Samples
Amortization Events. If any one of the following events shall occur:
(a) failure on the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder;
(b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement;
(c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its 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 or liquidator 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 such Seller; or any of the Sellers shall admit in writing its inability to pay it...
Amortization Events. In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any of the following shall be an Amortization Event with respect to the Series 2019-3 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2019-3 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2019-3 Notes):
(a) a Series 2019-3 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such Series 2019-3 Enhancement Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;
(b) the Series 2019-3 Liquidity Amount shall be less than the Series 2019-3 Required Liquidity Amount for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;
(c) the Collection Account, the Series 2019-3 Collection Account, the Series 2019-3 Excess Collection Account or the Series 2019-3 Reserve Account shall be subject to an injunction, estoppel or other stay or a Lien (other than Liens permitted under the Related Documents);
(d) all principal of and interest on any Class of the Series 2019-3 Notes is not paid in full on or before the Series 2019-3 Expected Final Distribution Date;
(e) any Series 2019-3 Letter of Credit shall not be in full force and effect for at least two (2) Business Days and (x) either a Series 2019-3 Enhancement Deficiency would result from excluding such Series 2019-3 Letter of Credit from the Series 2019-3 Enhancement Amount or (y) the Series 2019-3 Liquidity Amount, excluding therefrom the available amount under such Series 2019-3 Letter of Credit, would be less than the Series 2019-3 Required Liquidity Amount;
(f) from and after the funding of the Series 2019-3 Cash Collateral Account, the Series 2019-3 Cash Collateral Account shall be subject to an injunction, estoppel or other stay or a Lien (other than Liens permitted under the Related Documents) for at least two (2) Business Days and either (x) a Series 2019-3 Enhancement Deficiency would result from excluding the Series 2019-3 Available Cash Collat...
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of the Aggregate Invested Amount, such failure continues for three (3) consecutive Business Days.
(b) Any representation, warranty, certification or statement made by any Seller Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect when made or deemed made.
(c) Any Seller Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when performance or observance is due.
(d) Any Seller Party shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for ten (10) consecutive Business Days.
(e) Failure of Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the default by Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
Amortization Events. If any one of the following events shall occur with respect to the Series 2003-2 Investor Notes:
(a) the Series 2003-2 Reserve Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(b) the Series 2003-2 Yield Supplement Account shall have become subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien);
(c) a Series 2003-2 Liquid Credit Enhancement Deficiency shall occur and continue for at least two Business Days;
(d) a Series 2003-2 Allocated Asset Amount Deficiency shall occur and continue for at least two Business Days;
(e) a Series 2003-2 Yield Supplement Deficiency shall occur and continue for at least two Business Days;
(f) the Three Month Average Charge-Off Ratio with respect to any Settlement Date exceeds 1.00%;
(g) the Three Month Average Paid-In Advance Loss Ratio with respect to any Settlement Date exceeds 1.50%;
(h) the Three Month Average Delinquency Ratio with respect to any Settlement Date exceeds 7.00%;
(i) the failure on the part of the Issuer to declare and pay dividends on the Series 2003-2 Senior Preferred Membership Interests or the Series 2003-2 Junior Preferred Membership Interests on any Payment Date in accordance with their terms;
(j) any Servicer Termination Event shall occur;
(k) any Termination Event shall occur;
(l) an Event of Default with respect to the Series 2003-2 Investor Notes shall occur;
(m) there is at least $10,000,000 on deposit in the Series 2003-2 Principal Collection Subaccount on two consecutive Settlement Dates during the Series 2003-2 Revolving Period;
(n) an Insolvency Event shall occur with respect to SPV, the Origination Trust, Avis, PHH, Cendant or VMS;
(o) all principal and interest of the Class A-1 Investor Notes is not paid in full on or before the Class A-1 Maturity Date or all principal and interest of the Class A-2 Investor Notes is not paid in full on or before the Class A-2 Maturity Date;
(p) failure on the part of the Issuer (i) to make any payment or deposit required by the terms of the Indenture (or within the applicable grace period which shall not exceed two Business Days after the date such payment or deposit is required to be made) or (ii) duly to observe or perform in any material respect any covenants or agreements of the Issuer set forth in the Base Indenture or this Indenture Supplement, which failure continues unremedied for a period of 45 days after there shall have been given to the Issuer by...
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) consecutive Business Days.
(b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effect.
(c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Day.
(d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for fifteen (15) consecutive days, other than for Section 7.2(c) hereof, which shall be seven (7) consecutive days, after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach.
(e) Failure of Borrower to pay any Indebtedness (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness t...
Amortization Events. In connection with the preparation of each Monthly Investor Report, the Servicer will review the Amortization Events and determine whether an Amortization Event occurred during the Collection Period immediately preceding the related Collection Period (after giving effect to any acquisition of Additional Receivables during such Collection Period), and the Monthly Investor Report shall indicate whether or not an Amortization Event has occurred.
Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:
(a) The Borrower shall fail to pay any Aggregate Revolving Principal or any Interest on the Aggregate Revolving Principal, any Call Premium, any Unused Facility Fees or any Fee payable pursuant to Section 1.11 on the date such Aggregate Revolving Principal, Interest, Call Premium, Unused Facility Fees or Fee is due, or, if such failure to pay is due to some technical or administrative error, within five (5) Business Days after any Interest, Call Premium, Unused Facility Fees or Fees becomes due and payable hereunder; or
(b) Any Bausch Party shall fail to pay any other obligation (other than one referred to in clause (a) above) payable by it pursuant to this Agreement or any of the other Transaction Documents within five (5) Business Days after the earlier of the date on which a Responsible Officer of the Borrower or Master Servicer becomes aware of such failure or written notice thereof is given to such Bausch Party by the Administrative Agent or any Lender; or
(c) Any representation or warranty made by any Bausch Party under this Agreement or any of the other Transaction Documents or any written statement made by such Bausch Party in any financial statement, certificate, report, exhibit or document furnished by such Bausch Party to the Administrative Agent or any Lender pursuant to this Agreement or the other Transaction Documents shall prove to have been false in any material respect as of the time made and such incorrect or misleading representation, warranty or certification (if curable, including by a restatement of any relevant financial statements) shall remain incorrect for a period of five (5) Business Days; or
(d) Any Bausch Party shall default in the performance or observance of any covenant, agreement or duty set forth in Sections 5.1(n)(i) and (ii), 5.1(p), 5.1(q), 5.1(w), 5.1(x), 5.1(ee), 5.2 (other than with respect to the treatment of the sale of Pool Receivables for tax purposes), or 6.2(b) or (e) of this Agreement; or
(e) Any Bausch Party shall default in the performance or observance of any covenant, agreement or duty set forth in (x) Sections 5.1(g), (j), or (bb) of this Agreement or (y) Section 6.1(f) of the Transfer Agreement; provided that if such default does not result in adverse impact to the Lenders’ enforcement rights with respect to the Collateral, no Amortization Event shall occur if the default is cured within five (5) Business...
Amortization Events. In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, any of the following shall be an Amortization Event with respect to the Series 2015-3 Notes and collectively shall constitute the Amortization Events set forth in Section 9.1(n) of the Base Indenture with respect to the Series 2015-3 Notes (without notice or other action on the part of the Trustee or any holders of the Series 2015-3 Notes):
(a) a Series 2015-3 Enhancement Deficiency shall occur and continue for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such Series 2015-3 Enhancement Deficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;
(b) either the Series 2015-3 Liquidity Amount shall be less than the Series 2015-3 Required Liquidity Amount or the Series 2015-3 Available Reserve Account Amount shall be less than the Series 2015-3 Required Reserve Account Amount for at least two (2) Business Days; provided, however, that such event or condition shall not be an Amortization Event if during such two (2) Business Day period such insufficiency shall have been cured in accordance with the terms and conditions of the Indenture and the Related Documents;
Amortization Events. If one or more of the following events shall occur and be continuing:
(a) the Issuer fails to pay in full the Senior Notes Interest due and payable on the Series 2008-A Notes on any Payment Date and such failure continues for two Business Days; provided, however, that if the Issuer has made deposits of Collections to the Collection Account in an amount sufficient to make such interest payment when due in accordance with the Priority of Payments, but the payment cannot be made in a timely manner as a result of circumstances beyond the Issuer’s control, the grace period shall be extended to three Business Days;
(b) the Issuer fails to pay in full the principal of the Series 2008-A Notes on or before the Mandatory Redemption Date;
(c) any Event of Default occurs;
(d) a Servicer Default occurs;
(e) the amount on deposit in the Reserve Account (including the undrawn amount available under any Eligible Letters of Credit) is less than the Reserve Required Amount for any three consecutive Business Days;
(f) the Four Month Default Percentage as of any Payment Date exceeds 0.75%;
(g) the Three Month Rolling Average Delinquency Ratio for any Payment Date exceeds 5.50%;
(h) on any Payment Date, the Gross Excess Spread Percentage for the related Due Period is less than 3.50%;
(i) a Change of Control with respect to a Seller (other than WCF, WVRI or WRDC) occurs without the prior satisfaction of the Rating Agency Condition and the prior written consent of the Required Facility Investors, or a Change of Control with respect to the Issuer, the Depositor, WCF, WVRI or WRDC occurs without the prior satisfaction of the Rating Agency Condition and the prior written consent of each Funding Agent and each Non-Conduit Committed Purchaser;
(j) if (i) any WorldMark Loans are then included in the Pledged Loans and (ii) (A) WorldMark voluntarily incurs or at any time becomes voluntarily liable for any Debt (other than customary trade payables), (B) any of WorldMark’s property becomes subject to any Liens, other than utility or other easements or licenses unrelated to any debt of WorldMark or Liens that do not exceed, in the aggregate, $100,000 or (C) WorldMark involuntarily incurs or is liable for any debt or its property becomes involuntarily subject to any Liens (other than utility or similar easements or licenses unrelated to any debt of WorldMark) that individually or in the aggregate (with respect to all such Debt and the obligations secured by all such Liens) exceed $1,000,000...
Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and Section 9.1(e)) or any other Transaction Document and such failure shall continue for seven (7) consecutive Business Days.
(b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made.
(c) Failure of Seller to pay any Indebtedness when due or the failure of any other Seller Party to pay Indebtedness when due in excess of $10,000,000; or the default by any Seller Party in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
(i) Any Seller Party, the Performance Provider or any of their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any Seller Party, the Performance Provider or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, and solely in the case of Servicer and the Performance Provider and a proceeding instituted against (and not by) such Person, such proceeding is not dismissed within 60 days; or (iii) any Seller Party, the Performance Provider ...