Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] Certificates: (a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate; (b) the Trust becomes an investment company within the meaning of the Investment Company Act; (c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] Certificates; (d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] Certificates and as a result of which the interests of the Series 20[__]-[_] Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2018-6 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2018-6 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-6 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-6 Certificates and as a result of which the interests of the Series 20[__]-[_] 2018-6 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2017-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2017-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2017-1 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2017-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2017-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2019-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2019-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2019-4 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2019-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2019-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2025-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2025-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-3 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2025-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2023-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2023-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2023-1 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2023-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2023-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2017-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2017-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2017-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2017-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2017-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] Certificatesany Series:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor Transferors (i) to make any payment or deposit required by the terms of the this Agreement or this the Supplement relating to such Series on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the this Agreement or this Supplementthe Supplement relating to such series, which failure has a material adverse effect on the Investor Certificateholders of such Series 20[__]-[_] Certificateholders and which 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 such Transferor the Transferors by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of an Investor Certificate; provided that in the Series 20[__]-[_] Certificatescase of a failure by a Transferor to perform its covenants or agreements set forth in Section 2.05 the cure periods provided in Section 2.05 shall apply and no additional periods shall be applicable under this Section 9.01(a) and that only a five-day cure period shall apply in the case of a failure by a Transferor to perform its covenants set forth in Section 2.07(b) to the extent such failure relates to the grant of a security interest or other intentional creation of a Lien on the Receivables;
(db) any representation or warranty made by the Transferor Transferors in the this Agreement or this Supplement, the Supplement relating to such Series or any information contained in a computer file or microfiche list required to be delivered by the Transferor Transferors pursuant to Section 2.01 or subsection 2.08(f2.08(g) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor the Transferors by the Trustee, or to such Transferor the Transferors and the Trustee by any Holder of the Series 20[__]-[_] Certificates an Investor Certificate and as a result of which the interests of the Investor Certificateholders of such Series 20[__]-[_] Certificateholders are materially and adversely affected for such periodaffected; provided, however, that a Pay-Pay Out Event pursuant to this subsection 6.01(dsubparagraph (b) shall not be deemed to have occurred hereunder if the relevant Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, 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;
(i) the Account Owner shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Account Owner or of or relating to all or substantially all of 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 or 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 the Account Owner; or the Account Owner 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 any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or
(ii) a Transferor (or any Additional Transferor) shall consent or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or relating to all or substantially all of such Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of a Transferor's affairs, or notwithstanding an objection by the Transferor any such action shall have remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such relief; or a Transferor shall admit in writing its inability to pay its debts generally as they become due, file, or consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing or the earlier entry of any order providing for such relief) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (c) either in provisions (i) or (ii), an "Insolvency Event");
(d) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a);
(e) the Trust shall become an "investment company" within the meaning of the AgreementInvestment Company Act;
(f) any Servicer Default shall occur; or
(g) a Transfer Restriction Event under this Agreement or under any Receivables Purchase Agreement shall occur; then, in the case of any event described in subparagraphs (a), (b) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of such Series, by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Certificateholders), may declare that a pay out event (a "Pay Out Event") has occurred with respect to such Series as of the date of such notice, and in the case of any event described in subparagraph (c), (d), (e) or (g), a Pay Out Event shall occur with respect to such Series without any notice or other action on the part of the Trustee or the Investor Certificateholders, immediately upon the occurrence of such event.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Providian Master Trust), Pooling and Servicing Agreement (Providian Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2024-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2024-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2024-2 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2024-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2024-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2022-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2022-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2022-4 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2022-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2022-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2025-5 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2025-5 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-5 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-5 Certificates and as a result of which the interests of the Series 20[__]-[_] 2025-5 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2024-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2024-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2024-3 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2024-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2024-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2023-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2023-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2023-2 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2023-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2023-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2018-9 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2018-9 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-9 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-9 Certificates and as a result of which the interests of the Series 20[__]-[_] 2018-9 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2018-7 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2018-7 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-7 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-7 Certificates and as a result of which the interests of the Series 20[__]-[_] 2018-7 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2017-5 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2017-5 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2017-5 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2017-5 Certificates and as a result of which the interests of the Series 20[__]-[_] 2017-5 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if Table of Contents applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2022-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2022-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2022-3 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2022-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2022-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2018-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2018-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2018-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2018-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2024-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2024-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2024-1 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2024-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2024-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2017-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2017-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2017-4 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2017-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2017-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2000-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2000-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2000-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2000-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2000-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Centurion Bank), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] Certificatesany Series:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor Transferor:
(i) to make any payment or deposit required by the terms of (A) the Agreement Agreement, or this Supplement (B) any Supplement, on or before the date occurring five three Business Days after the date such payment or deposit is required to be made therein or herein or made; or
(ii) duly to observe or perform in any other material respect any covenants or agreements of the Transferor applicable to it set forth in the Agreement or this any Supplement, which failure has a material adverse effect on the Noteholders of such Series 20[__]-[_] Certificateholders and which continues unremedied for a period of 60 days after the first to occur of (A) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such the Transferor by the Trustee, or to the Transferor and the Trustee by any Holder the Holders of a principal amount of Notes aggregating not less than 25% of the Principal Amount of any Series 20[__]-[_] Certificates;adversely affected thereby or (B) the date on which a Responsible Officer of the Servicer becomes aware of such failure, and such failure continues to affect materially and adversely the interests of such Noteholders for such period; or
(db) any representation or warranty made by the Transferor in the this Agreement or this any Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 2.1 or subsection 2.08(f) of the Agreement 2.6, 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 first to occur of (A) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such the Transferor by the Trustee, or to such the Transferor and the Trustee by any Holder the Holders of a principal amount of Notes aggregating not less than 25% of the Principal Amount of any Series 20[__]-[_] Certificates adversely affected thereby and (B) the date on which a Responsible Officer of the Transferor becomes aware of such incorrectness, and as a result of which the interests of the Series 20[__]-[_] Certificateholders Noteholders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a Pay-Pay Out Event pursuant to this subsection 6.01(d9.1(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related ReceivableLease, or all of such ReceivablesLeases, if applicable, 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; or
(c) an Insolvency Event shall occur with respect to the Transferor or the Servicer; or
(d) any Servicer Default shall occur; or
(e) any Note has not been paid in full on or before its Scheduled Termination Date; or
(f) the Trust or Transferor shall become an "investment company" within the meaning of the Agreement;Investment Company Act of 1940, as amended; then, and in any such event described in subparagraph (a), (b) or (d), after the applicable grace period set forth in such subparagraphs, either the Trustee or the Holders of a principal amount of Notes aggregating more than 662/3% of the Aggregate Principal Amount by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Noteholders) may declare that a pay out event (a "Trust Pay Out Event") has occurred as of the date of such notice and in the case of any event described in subparagraph (c), (e) or (f) a Pay Out Event shall occur immediately upon the occurrence of such event without any notice or other action on the part of the Trustee or the Noteholders. Notwithstanding the foregoing, a delay in or failure of performance referred to in subsection 9.1(a)(i) for a period of ten Business Days, or under subsection 9.1(a)(ii) or 9.1(b) for a period of 60 days, in each case without giving effect to any grace period specified in such subsections, shall not constitute a Pay Out Event for purposes of this sentence until the expiration of such period, if such failure could not be prevented by the exercise of reasonable diligence by the Transferor or the Servicer and such failure was caused by (i) an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages, bank closings, or similar causes or (ii) computer malfunction, communication malfunction or other electronic system malfunction or similar causes. The preceding sentence shall not relieve the Transferor or the Servicer from using all reasonable efforts to perform their respective obligations in a timely manner in accordance with the terms of this Agreement and any Supplement and the Transferor or the Servicer shall provide the Trustee and each Rating Agency with an Officer's Certificate giving prompt notice of such failure, together with a description of its efforts to so perform its obligations. Notice of any such Pay Out Event shall be given by the Servicer to the Rating Agencies.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement and Indenture of Trust (PLM International Inc), Pooling and Servicing Agreement and Indenture of Trust (American Finance Group Inc /De/)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2025-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2025-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-1 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2025-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2025-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2025-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-2 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2025-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2019-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2019-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2019-3 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2019-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2019-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2000-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2000-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2000-4 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2000-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2000-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2000-4 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2000-4 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2000-4 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2000-4 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2000-4 without any notice or other action on the part of the Trustee or the Series 2000-4 Certificateholders immediately upon the occurrence of such event.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust), Pooling and Servicing Agreement (American Express Centurion Bank)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2019-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2019-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2019-1 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2019-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2019-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2019-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2019-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2019-2 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2019-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2019-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2017-6 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2017-6 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2017-6 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2017-6 Certificates and as a result of which the interests of the Series 20[__]-[_] 2017-6 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2018-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2018-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2018-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2018-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2018-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2018-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-4 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2018-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2025-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2025-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-4 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2025-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2025-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2018-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2018-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2018-1 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2018-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2021-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2021-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2021-1 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2021-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2021-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2017-8 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2017-8 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2017-8 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2017-8 Certificates and as a result of which the interests of the Series 20[__]-[_] 2017-8 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2022-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2022-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2022-2 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2022-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2022-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2018-8 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2018-8 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-8 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-8 Certificates and as a result of which the interests of the Series 20[__]-[_] 2018-8 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2017-7 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2017-7 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2017-7 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2017-7 Certificates and as a result of which the interests of the Series 20[__]-[_] 2017-7 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2017-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2017-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2017-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2017-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2017-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2023-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2023-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2023-4 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2023-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2023-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2023-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2023-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2023-3 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2023-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2023-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2018-5 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2018-5 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-5 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2018-5 Certificates and as a result of which the interests of the Series 20[__]-[_] 2018-5 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2002-6 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2002-6 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2002-6 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2002-6 Certificates and as a result of which the interests of the Series 20[__]-[_] 2002-6 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2002-6 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2002-6 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2002-6 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2002-6 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2002-6 without any notice or other action on the part of the Trustee or the Series 2002-6 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Centurion Bank)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2014-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2014-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2014-4 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2014-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2014-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2007-8 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2007-8 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2007-8 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2007-8 Certificates and as a result of which the interests of the Series 20[__]-[_] 2007-8 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2005-8 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2005-8 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2005-8 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2005-8 Certificates and as a result of which the interests of the Series 20[__]-[_] 2005-8 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2008-5 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2008-5 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2008-5 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2008-5 Certificates and as a result of which the interests of the Series 20[__]-[_] 2008-5 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2008-6 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2008-6 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2008-6 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2008-6 Certificates and as a result of which the interests of the Series 20[__]-[_] 2008-6 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2001-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2001-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2001-4 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2001-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2001-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2001-4 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2001-4 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2001-4 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2001-4 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2001-4 without any notice or other action on the part of the Trustee or the Series 2001-4 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Pay Out Events. (a) If any one of the events specified in Section 9.01 of the Agreement (after any grace periods or consents applicable thereto) or any one of the following events shall occur during either the Revolving Period or the Controlled Accumulation Period with respect to the Series 20[__]-[_] 2001-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(ci) failure on the part of the a Transferor or TRS (ia) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring required under the Agreement, this Series Supplement or the RFC Receivable Purchase Agreement, as applicable (or within the applicable grace period which will not exceed five Business Days after the date such payment or deposit is required to be made therein or herein or Days), (iib) duly to observe or perform in any material respect the covenant of such Transferor or TRS not to sell, pledge, assign or transfer to any person, or grant any unpermitted lien on, any Receivable, or (c) duly to observe or perform in any material respect any other covenants or agreements of the such Transferor set forth or TRS in the Agreement or this Supplementor, to the extent assigned to the Trust, in the RFC Receivable Purchase Agreement, which failure has a material adverse effect on in the Series 20[__]-[_] Certificateholders and which case of subclause (c) hereof, 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 such Transferor by or TRS, as applicable, and continues to affect materially and adversely the Trusteeinterests of the Certificateholders for such period; provided, however, that a Pay Out Event described in clause (b) or (c) shall not be deemed to occur if such Transferor has accepted the Transferor and transfer of the related Receivable during such period (or such longer period as the Trustee by any Holder may specify not to exceed an additional 60 days) in accordance with the provisions of the Series 20[__]-[_] CertificatesAgreement;
(dii) any representation or warranty made by the a Transferor in the Agreement or this Supplement, Series Supplement or any representation or warranty made by TRS in the RFC Receivable Purchase Agreement or any information contained in a computer file or microfiche list required to be delivered given by a Transferor or the Transferor pursuant Servicer to Section 2.01 or subsection 2.08(f) of the Agreement shall prove Trustee to identify the Designated Accounts proves to have been incorrect in any material respect when made or when delivered, which and continues to be incorrect in any material respect 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 such Transferor by or the TrusteeServicer, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] Certificates as applicable, and as a result of which the interests of the Series 20[__]-[_] Certificateholders are materially and adversely affected and which continues to materially and adversely affect the interests of the Certificateholders for such period; provided, however, that a Pay-Pay Out Event pursuant to described in this subsection 6.01(dclause (ii) shall not be deemed to have occurred hereunder occur if the such Transferor has accepted reassignment the transfer of the related Receivable, Receivable or all of such Receivables, if applicable, during such period (or such longer period as the Trustee may specify not to exceed an additional 60 days as the Trustee may specifydays) in accordance with the provisions of the Agreement;
(iii) there will have been three consecutive Distribution Dates on which the Class B Invested Amount is less than the Initial Class B Invested Amount;
(iv) any Servicer Default occurs which would have a material adverse effect on the Certificateholders;
(v) on any Determination Date, the Class B Invested Amount as of the last day of the prior Due Period is less than 2% of the Class A Invested Amount as of the last day of the prior Due Period; then (A) in the case of any event described in clause (i), (ii) or (iv), a Pay Out Event will be deemed to have occurred with respect to the Series 2001-1 Certificates only if, after any applicable grace period described in the clauses, either the Trustee or the Series 2001-1 certificateholders evidencing undivided interests aggregating more than 50% of the invested amount of such Series, by written notice to the Transferors and the Servicer (and to the Trustee, if given by such certificateholders) declare that a Pay Out Event has occurred as of the date of such notice; and (B) in the case of any event described in Section 9.01 of the Agreement, a Pay Out Event with respect to all Series, and in the case of any event described in clause (iii) or (v), a Pay Out Event with respect to only the Series 2001-1 Certificates, will be deemed to have occurred without any notice or other action on the part of the Trustee or the Certificateholders or all certificateholders, as appropriate, immediately upon the occurrence of such event.
(b) In the case of any event described in the first sentence of Section 9.01(a) of the Agreement, if after 90 days from the Publication Date, the Trustee shall not have received written instructions of (i) Certificateholders representing Undivided Interests aggregating in excess of 50% of each of the Class A Invested Amount and the Class B Invested Amount (other than any holder who is the subject of the bankruptcy or insolvency which resulted in a Pay Out Event) and (ii) holders representing Undivided Interests aggregating in excess of 50% of the Transferor Interest (other than any holder who is the subject of the bankruptcy or insolvency which resulted in a Pay Out Event), to the effect that the Trustee shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth in the Agreement, the Trustee shall instruct the Servicer to proceed to sell, dispose of or otherwise liquidate the Receivables as provided in the third sentence of Section 9.01(a) of the Agreement.
Appears in 1 contract
Sources: Master Pooling and Servicing Agreement (American Express Centurion Bank)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1997-1 Certificates:
: (a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required to be made by the Transferor by the terms of (A) the Agreement or (B) this Supplement Series Supplement, on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein herein, (ii) to perform in all material respects the Transferor's covenant not to sell, pledge, assign, or herein transfer to any person, or grant any unpermitted lien on, any Receivable; or (iiiii) duly to observe or perform in any other material respect any covenants or agreements of the Transferor set forth in the Agreement or this Series Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1997- 1 Certificateholders and which 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 such the Transferor by the Trustee, or to the Transferor and the Trustee by any Holder the Holders of Series 1997-1 Certificates evidencing Undivided Interests aggregating not less than 50% of the Invested Amount of this Series 1997-1, and continues to affect materially and adversely the interests of the Series 20[__]-[_] Certificates;
1997-1 Certificateholders for such period; (db) any representation or warranty made by the Transferor in the Agreement or this Series Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f(i) of the Agreement shall prove to have been incorrect in any material respect when made or when deliveredmade, which continues to be incorrect in any material respect 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 such the Transferor by the Trustee, or to such the Transferor and the Trustee by any Holder the Holders of the Series 20[__]-[_] 1997-1 Certificates evidencing Undivided Interests aggregating more than 50% of the Invested Amount of this Series 1997-1, and (ii) as a result of which the interests of the Series 20[__]-[_] 1997-1 Certificateholders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a PaySeries 1997-1 Pay Out Event pursuant to this subsection 6.01(d8(b) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;; (c) the average of the Portfolio Yields for any three consecutive Monthly Periods is reduced to a rate which is less than the weighted average Base Rates for such three consecutive Monthly Periods; (d) (i) the Transferor Interest shall be less than the Minimum Transferor Interest, (ii) (A) the sum of the amount on deposit in the Pre-Funding Account plus the Series Allocation Percentage of the sum of the total amount of Principal Receivables plus amounts on deposit in the Excess Funding Account shall be less than (B) the sum of the Class A Outstanding Principal Amount, the Class B Outstanding Principal Amount, the Class C Outstanding Principal Amount and the Class D Outstanding Principal Amount, (iii) the total amount of Principal Receivables and the amounts on deposit in the Excess Funding Account and the Principal Funding Account shall be less than the Minimum Aggregate Principal Receivables or (iv) the Retained Percentage shall be equal to or less than 2%, in each case as of any Determination Date; or
Appears in 1 contract
Sources: Pooling and Servicing Agreement Supplement (Metris Companies Inc)
Pay Out Events. If any one of the events specified in --------------
Section 9.1 of the Agreement or any of the following events shall occur during either the Revolving Period or the Accumulation Period with respect to the Series 20[__]-[_] 2001-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor or the Servicer (ix) to make any payment or deposit required by the terms of the Agreement or this Series Supplement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or herein or (iiy) duly to observe or perform in any material respect any other covenants or agreements of the Transferor applicable to such party set forth in the Agreement or this Series Supplement, which failure has a material adverse effect on the Series 20[__]-[_] Certificateholders holders of Class A Certificates, Class B Certificates and Class C Securities, and which 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 such the Transferor by the Trustee, or to the Transferor and the Trustee by any Holder the Class A Certificateholders, the Class B Certificateholders and the Class C certificateholders representing not less than 50% of the Series 20[__]-[_] Investor Amount, and continues to materially and adversely affect the holders of Class A Certificates, Class B Certificates and Class C Securities for such period;
(db) any representation or warranty made by the Transferor in the Agreement or this Series Supplement, or any information contained in a computer file file, microfiche or microfiche written list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement Agreement, shall prove to have been incorrect in any material respect when made or when delivered, (i) which continues to be incorrect in any material respect 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 such the Transferor by the Trustee, or to such the Transferor and the Trustee by any Holder holders of Class A Certificates, Class B Certificates and Class C Securities representing not less than 50% of the Series 20[__]-[_] Certificates Investor Amount, and (ii) as a result of which the interests of the Series 20[__]-[_] 2001-2 Certificateholders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a Pay-Pay Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(c) the average of the Portfolio Yields for any three (3) consecutive Monthly Periods is less than the average Base Rate for such three (3) Monthly Periods;
(d) the failure to pay the Investor Amount on the Expected Payment Date;
(e) the Transferor shall fail to designate, or be unable to designate, Additional Accounts, the Receivables of which will be Eligible Receivables, as required by the Agreement, and such failure shall continue for a period of five (5) Business Days; or
(f) any Servicer Default shall occur which would have a material adverse effect on the holders of the Class A Certificates, the Class B Certificates and the Class C Securities; then, (i) in the case of any event described in clause (a), (b) or (f), after the applicable grace period set forth in such subparagraphs, either the Trustee or Series 2001-2 Certificateholders representing more than 50% of the Investor Amount, by notice then given in writing to the Transferor and the Servicer (and to the Trustee, if given by the Series 2001-2 Certificateholders) may declare that a Pay Out Event has occurred with respect to only the Series 2001-2 Certificates as of the date of such notice and (ii) in the case of any event described in Section 9.1 of the Agreement or in clauses (c), (d) or (e) above, a Pay Out Event with respect to only the Series 2001-2 Certificates will be deemed to have occurred without any notice or other action on the part of the Trustee or the Series 2001-2 Certificateholders or all certificateholders, as appropriate, immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Supplement to Master Pooling and Servicing Agreement (Saks Credit Corp)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2011-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2011-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2011-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2011-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2011-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2000-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2000-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2000-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2000-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2000-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] Certificates:
1998-2 Securities: (a) the occurrence of an Insolvency Event relating to the Transferor or, unless the Rating Agency Condition is satisfied with respect to the deletion of Holdings or other holder PFR from this subsection 6.1(a), the occurrence of the Original Transferor Certificate;
an Insolvency Event relating to Holdings or PFR; (b) the Trust becomes an "investment company company" within the meaning of the Investment Company Act;
Act of 1940, as amended; (c) a failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] Certificateholders 1998-2 Securityholders and which 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 such the Transferor by the TrusteeTrustee (with a copy to the Rating Agency), or to the Transferor and the Trustee (which shall deliver a copy of such notice to the Rating Agency) by any Holder of the Series 20[__]-[_] Certificates;
1998-2 Securities; (d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 2.1 or subsection 2.08(f2.9(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such the Transferor by the Trustee, or to such the Transferor and the Trustee by any Holder of the Series 20[__]-[_] Certificates 1998-2 Securities and as a result of which the interests of the Series 20[__]-[_] Certificateholders 1998-2 Securityholders are materially and adversely affected for such period; provided, however, that a Pay-Pay Out Event pursuant to this subsection 6.01(d6.1(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of repurchased the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;; (e) a failure by the Transferor to convey Receivables in Additional Accounts or Participations to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participations pursuant to subsection 2.9(a) of the Agreement; (f) any Servicer Default shall occur; (g) the average of the Series Adjusted Portfolio Yields for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such three consecutive Monthly Periods; (h) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 1998-2 Securities evidencing more than 50% of the aggregate unpaid principal amount of Series 1998-2 Securities by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Series 1998-2 Securityholders) may declare that a Pay Out Event has occurred with respect to Series 1998-2 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), or (h), a Pay Out Event shall occur with respect to Series 1998-2 without any notice or other action on the part of the Trustee or the Series 1998-2 Securityholders immediately upon the occurrence of such event. The Transferor shall deliver to the Rating Agency a copy of any notice given or received by it pursuant to this subsection 6.1(h). ARTICLE VII
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Partners First Credit Card Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2006-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2006-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2006-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2006-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2006-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2000-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2000-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2000-1 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2000-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2000-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2000-1 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2000-1 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2000-1 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2000-1 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2000-1 without any notice or other action on the part of the Trustee or the Series 2000-1 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2013-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2013-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2013-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2013-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2013-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2008-9 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2008-9 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2008-9 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2008-9 Certificates and as a result of which the interests of the Series 20[__]-[_] 2008-9 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2003-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2003-3 Certificateholders and which continues unremedied for a period of 60 days after the date on which written notice of such failure, (Series 2003-3 Supplement) 30 requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2003-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2003-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2003-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1999-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1999-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 1999-4 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1999-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 1999-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 1999-4 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 1999-4 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 1999-4 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 1999-4 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 1999-4 without any notice or other action on the part of the Trustee or the Series 1999-4 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1996-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder or, unless the Rating Agency Condition is satisfied with respect to the deletion of AT&T Universal from this subsection 6.01(a), the Original Transferor Certificateoccurrence of an Insolvency Event relating to AT&T Universal;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;; 45 EXHIBIT 4.1 TO FORM 8-K
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1996-3 Certificateholders and which 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 such the Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1996-3 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such the Transferor by the Trustee, or to such the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1996-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 1996-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Pay Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (At&t Universal Card Master Trust)
Pay Out Events. If any one of the events specified in Section -------------- 9.1 of the Agreement or any of the following events shall occur during either the Revolving Period or the Accumulation Period with respect to the Series 20[__]-[_] 1999-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor or the Servicer (ix) to make any payment or deposit required by the terms of the Agreement or this Series Supplement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or herein or (iiy) duly to observe or perform in any material respect any other covenants or agreements of the Transferor applicable to such party set forth in the Agreement or this Series Supplement, which failure has a material adverse effect on the Series 20[__]-[_] Certificateholders holders of Class A Certificates, Class B Certificates and Collateralized Trust Obligations, and which 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 such the Transferor by the Trustee, or to the Transferor and the Trustee by any Holder the Series 1999-1 Certificateholders representing not less than 50% of the Series 20[__]-[_] Investor Amount, and continues to materially and adversely affect the holders of Class A Certificates, Class B Certificates and Collateralized Trust Obligations for such period;
(db) any representation or warranty made by the Transferor in the Agreement or this Series Supplement, or any information contained in a computer file file, microfiche or microfiche written list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement Agreement, shall prove to have been incorrect in any material respect when made or when delivered, (i) which continues to be incorrect in any material respect 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 such the Transferor by the Trustee, or to such the Transferor and the Trustee by any Holder holders of Class A Certificates, Class B Certificates and Collateralized Trust Obligations representing not less than 50% of the Series 20[__]-[_] Certificates Investor Amount, and (ii) as a result of which the interests of the Series 20[__]-[_] 1999-1 Certificateholders are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a Pay-Pay Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(c) the average of the Portfolio Yields for any three (3) consecutive Monthly Periods is less than the average Base Rate for such three (3) Monthly Periods;
(d) the failure to pay the Investor Amount on the Expected Payment Date;
(e) the Transferor shall fail to designate, or be unable to designate, Additional Accounts, the Receivables of which will be Eligible Receivables, as required by the Agreement, and such failure shall continue for a period of five (5) Business Days; or
(f) any Servicer Default shall occur which would have a material adverse effect on the holders of the Class A Certificates, the Class B Certificates and the Collateralized Trust Obligations;
(i) in the case of any event described in clause (a), (b) or (f), after the applicable grace period set forth in such subparagraphs, either the Trustee or Series 1999-1 Certificateholders representing more than 50% of the Investor Amount, by notice then given in writing to the Transferor and the Servicer (and to the Trustee, if given by the Series 1999-1 Certificateholders) may declare that a Pay Out Event has occurred with respect to only the Series 1999-1 Certificates as of the date of such notice and (ii) in the case of any event described in Section 9.1 of the Agreement or in clauses (c), (d) or (e) above, a Pay Out Event with respect to only the Series 1999-1 Certificates will be deemed to have occurred without any notice or other action on the part of the Trustee or the Series 1999-1 Certificateholders or all certificateholders, as appropriate, immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Master Pooling and Servicing Agreement (Saks Credit Corp)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2007-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2007-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2007-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2007-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2007-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2007-5 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2007-5 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2007-5 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2007-5 Certificates and as a result of which the interests of the Series 20[__]-[_] 2007-5 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1999-One Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;Columbus Bank.
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement Agreement, the Receivables Purchase Agreement, or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1999-One Certificateholders and which continues unremedied for a period of 10 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 Administrative Agent or any Holder of the Series 1999-One Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement shall prove to have been incorrect when made or when delivered, which continues to be incorrect 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 such the Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1999-One Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] Certificates and as a result of which the interests of the Series 20[__]-[_] 1999-One Certificateholders are materially and adversely affected for such period; providedPROVIDED, howeverHOWEVER, that a Pay-Pay Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) any Servicer Default shall occur as a result of which the interests of the Series 1999-One Certificateholders are materially and adversely affected (provided that a Servicer Default under Section 10.01(d) of the Agreement is hereby deemed to materially and adversely affect the Series 1999-One Certificateholders, and, notwithstanding Section 10.01(d) of the Agreement, shall not be subject to any grace period);
(f) the average Net Yield for any three consecutive Monthly Periods is reduced to a rate which is less than 2.0% or the average Net Yield for any Monthly Period is less than or equal to 0.0%;
(g) the average Delinquency Ratio for any two consecutive Monthly Periods exceeds 10.0%;
(h) the Trustee shall, for any reason, fail to have a valid and perfected first priority security interest in the Receivables;
(i) any material adverse change in the operations of the Transferor, the Servicer or Columbus Bank, or any other event, which materially affects the Transferor's or the Servicer's or Columbus Bank's ability to either collect upon the Receivables or the Transferor's, the Servicer's or Columbus Bank's ability to perform thereunder, which has a material adverse effect on the Class A Certificateholders;
(j) if, on any date, the product of (i) the Floating Allocation Percentage (determined, for this purpose only, by using a numerator equal to the Class A Invested Amount, or Class A Initial Invested Amount, as applicable, in lieu of the Invested Amount or Initial Invested Amount, as applicable) and (ii) the sum of the principal amount on deposit in the Special Funding Account, the amount on deposit in the Collection Account in respect of Collections of Principal Receivables and the total amount of Principal Receivables in the Trust on such date, is less than the Class A Invested Amount on such date;
(k) the average Monthly Principal Payment Rate for any two consecutive Monthly Periods is less than 5.0%;
(l) on any date of determination, the Class B Invested Amount is less than the Required Subordinate Amount and the Class B Invested Amount continues to be less than the Required Subordinate Amount for a period of two Business Days after such date of determination; and
(m) for so long as the Affinity Card Agreement remains in effect, Columbus Bank's senior unsecured debt ratings shall be downgraded below Baa2 or BBB by ▇▇▇▇▇'▇ or Standard & Poor's, respectively; then, in the case of any event described in subparagraph (a), (d) or (e), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 1999-One Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 1999-One Certificates by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Series 1999-One Certificateholders) may declare that a Pay Out Event has occurred with respect to Series 1999-One as of the date of such notice, and, in the case of any event described in subparagraph (b), (c), (f), (g), (h), (i), (j), or (k), a Pay Out Event shall occur with respect to Series 1999-One without any notice or other action on the part of the Trustee or the Series 1999-One Certificateholders immediately upon the occurrence of such event, unless such Pay Out Event is waived by the Holders of Series 1999-One Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 1999-One Certificates by notice given in writing to the Trustee, the Transferor and the Servicer.
Appears in 1 contract
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2010-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2010-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2010-1 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2010-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2010-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2003-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2003-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2003-1 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2003-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2003-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2003-1 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2003-1 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2003-1 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2003-1 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2003-1 without any notice or other action on the part of the Trustee or the Series 2003-1 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. (a) If any one of the events specified in Section 9.01 of the Agreement (after any grace periods or consents applicable thereto) or any one of the following events shall occur during either the Revolving Period or the Controlled Accumulation Period with respect to the Series 20[__]-[_] 2002-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(ci) failure on the part of the a Transferor or TRS (ia) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring required under the Agreement, this Series Supplement or the RFC Receivable Purchase Agreement, as applicable (or within the applicable grace period which will not exceed five Business Days after the date such payment or deposit is required to be made therein or herein or Days), (iib) duly to observe or perform in any material respect the covenant of such Transferor or TRS not to sell, pledge, assign or transfer to any person, or grant any unpermitted lien on, any Receivable, or (c) duly to observe or perform in any material respect any other covenants or agreements of the such Transferor set forth or TRS in the Agreement or this Supplementor, to the extent assigned to the Trust, in the RFC Receivable Purchase Agreement, which failure has a material adverse effect on in the Series 20[__]-[_] Certificateholders and which case of subclause (c) hereof, 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 such Transferor by or TRS, as applicable, and continues to affect materially and adversely the Trusteeinterests of the Certificateholders for such period; provided, however, that a Pay Out Event described in clause (b) or (c) shall not be deemed to occur if such Transferor has accepted the Transferor and transfer of the related Receivable during such period (or such longer period as the Trustee by any Holder may specify not to exceed an additional 60 days) in accordance with the provisions of the Series 20[__]-[_] CertificatesAgreement;
(dii) any representation or warranty made by the a Transferor in the Agreement or this Supplement, Series Supplement or any representation or warranty made by TRS in the RFC Receivable Purchase Agreement or any information contained in a computer file or microfiche list required to be delivered given by a Transferor or the Transferor pursuant Servicer to Section 2.01 or subsection 2.08(f) of the Agreement shall prove Trustee to identify the Designated Accounts proves to have been incorrect in any material respect when made or when delivered, which and continues to be incorrect in any material respect 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 such Transferor by or the TrusteeServicer, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] Certificates as applicable, and as a result of which the interests of the Series 20[__]-[_] Certificateholders are materially and adversely affected and which continues to materially and adversely affect the interests of the Certificateholders for such period; provided, however, that a Pay-Pay Out Event pursuant to described in this subsection 6.01(dclause (ii) shall not be deemed to have occurred hereunder occur if the such Transferor has accepted reassignment the transfer of the related Receivable, Receivable or all of such Receivables, if applicable, during such period (or such longer period as the Trustee may specify not to exceed an additional 60 days as the Trustee may specifydays) in accordance with the provisions of the Agreement;
(iii) there will have been three consecutive Distribution Dates on which the Class B Invested Amount is less than the Initial Class B Invested Amount;
(iv) any Servicer Default occurs which would have a material adverse effect on the Certificateholders;
(v) on any Determination Date, the Class B Invested Amount as of the last day of the prior Due Period is less than 2% of the Class A Invested Amount as of the last day of the prior Due Period; then (A) in the case of any event described in clause (i), (ii) or (iv), a Pay Out Event will be deemed to have occurred with respect to the Series 2002-2 Certificates only if, after any applicable grace period described in the clauses, either the Trustee or the Series 2002-2 certificateholders evidencing undivided interests aggregating more than 50% of the Invested Amount of such Series, by written notice to the Transferors and the Servicer (and to the Trustee, if given by such certificateholders) declare that a Pay Out Event has occurred as of the date of such notice; and (B) in the case of any event described in Section 9.01 of the Agreement, a Pay Out Event with respect to all Series, and in the case of any event described in clause (iii) or (v), a Pay Out Event with respect to only the Series 2002-2 Certificates, will be deemed to have occurred without any notice or other action on the part of the Trustee or the Certificateholders or all certificateholders, as appropriate, immediately upon the occurrence of such event.
(b) In the case of any event described in the first sentence of Section 9.01(a) of the Agreement, if after 90 days from the Publication Date, the Trustee shall not have received written instructions of (i) Certificateholders representing Undivided Interests aggregating in excess of 50% of each of the Class A Invested Amount and the Class B Invested Amount (other than any holder who is the subject of the bankruptcy or insolvency which resulted in a Pay Out Event) and (ii) holders representing Undivided Interests aggregating in excess of 50% of the Transferor Interest (other than any holder who is the subject of the bankruptcy or insolvency which resulted in a Pay Out Event), to the effect that the Trustee shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth in the Agreement, the Trustee shall instruct the Servicer to proceed to sell, dispose of or otherwise liquidate the Receivables as provided in the third sentence of Section 9.01(a) of the Agreement.
Appears in 1 contract
Sources: Series Supplement (American Express Receivables Financing Corp)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2012-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2012-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2012-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2012-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2012-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2008-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2008-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2008-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2008-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2008-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. (a) If any one of the events specified in Section 9.01 of the Agreement (after any grace periods or consents applicable thereto) or any one of the following events shall occur during either the Revolving Period or the Controlled Accumulation Period with respect to the Series 20[__]-[_] 2002-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(ci) failure on the part of the a Transferor or TRS (ia) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring required under the Agreement, this Series Supplement or the RFC Receivable Purchase Agreement, as applicable (or within the applicable grace period which will not exceed five Business Days after the date such payment or deposit is required to be made therein or herein or Days), (iib) duly to observe or perform in any material respect the covenant of such Transferor or TRS not to sell, pledge, assign or transfer to any person, or grant any unpermitted lien on, any Receivable, or (c) duly to observe or perform in any material respect any other covenants or agreements of the such Transferor set forth or TRS in the Agreement or this Supplementor, to the extent assigned to the Trust, in the RFC Receivable Purchase Agreement, which failure has a material adverse effect on in the Series 20[__]-[_] Certificateholders and which case of subclause (c) hereof, 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 such Transferor by or TRS, as applicable, and continues to affect materially and adversely the Trusteeinterests of the Certificateholders for such period; provided, however, that a Pay Out Event described in clause (b) or (c) shall not be deemed to occur if such Transferor has accepted the Transferor and transfer of the related Receivable during such period (or such longer period as the Trustee by any Holder may specify not to exceed an additional 60 days) in accordance with the provisions of the Series 20[__]-[_] CertificatesAgreement;
(dii) any representation or warranty made by the a Transferor in the Agreement or this Supplement, Series Supplement or any representation or warranty made by TRS in the RFC Receivable Purchase Agreement or any information contained in a computer file or microfiche list required to be delivered given by a Transferor or the Transferor pursuant Servicer to Section 2.01 or subsection 2.08(f) of the Agreement shall prove Trustee to identify the Designated Accounts proves to have been incorrect in any material respect when made or when delivered, which and continues to be incorrect in any material respect 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 such Transferor by or the TrusteeServicer, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] Certificates as applicable, and as a result of which the interests of the Series 20[__]-[_] Certificateholders are materially and adversely affected and which continues to materially and adversely affect the interests of the Certificateholders for such period; provided, however, that a Pay-Pay Out Event pursuant to described in this subsection 6.01(dclause (ii) shall not be deemed to have occurred hereunder occur if the such Transferor has accepted reassignment the transfer of the related Receivable, Receivable or all of such Receivables, if applicable, during such period (or such longer period as the Trustee may specify not to exceed an additional 60 days as the Trustee may specifydays) in accordance with the provisions of the Agreement;
(iii) there will have been three consecutive Distribution Dates on which the Class B Invested Amount is less than the Initial Class B Invested Amount;
(iv) any Servicer Default occurs which would have a material adverse effect on the Certificateholders;
(v) on any Determination Date, the Class B Invested Amount as of the last day of the prior Due Period is less than 2% of the Class A Invested Amount as of the last day of the prior Due Period; then (A) in the case of any event described in clause (i), (ii) or (iv), a Pay Out Event will be deemed to have occurred with respect to the Series 2002-1 Certificates only if, after any applicable grace period described in the clauses, either the Trustee or the Series 2002-1 certificateholders evidencing undivided interests aggregating more than 50% of the Invested Amount of such Series, by written notice to the Transferors and the Servicer (and to the Trustee, if given by such certificateholders) declare that a Pay Out Event has occurred as of the date of such notice; and (B) in the case of any event described in Section 9.01 of the Agreement, a Pay Out Event with respect to all Series, and in the case of any event described in clause (iii) or (v), a Pay Out Event with respect to only the Series 2002-1 Certificates, will be deemed to have occurred without any notice or other action on the part of the Trustee or the Certificateholders or all certificateholders, as appropriate, immediately upon the occurrence of such event.
(b) In the case of any event described in the first sentence of Section 9.01(a) of the Agreement, if after 90 days from the Publication Date, the Trustee shall not have received written instructions of (i) Certificateholders representing Undivided Interests aggregating in excess of 50% of each of the Class A Invested Amount and the Class B Invested Amount (other than any holder who is the subject of the bankruptcy or insolvency which resulted in a Pay Out Event) and (ii) holders representing Undivided Interests aggregating in excess of 50% of the Transferor Interest (other than any holder who is the subject of the bankruptcy or insolvency which resulted in a Pay Out Event), to the effect that the Trustee shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions as set forth in the Agreement, the Trustee shall instruct the Servicer to proceed to sell, dispose of or otherwise liquidate the Receivables as provided in the third sentence of Section 9.01(a) of the Agreement.
Appears in 1 contract
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2008-7 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2008-7 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2008-7 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2008-7 Certificates and as a result of which the interests of the Series 20[__]-[_] 2008-7 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement Supplement (American Express Credit Account Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2001-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2001-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2001-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2001-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2001-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2001-3 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2001-3 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2001-3 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2001-3 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2001-3 without any notice or other action on the part of the Trustee or the Series 2001-3 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2005-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2005-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2005-1 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2005-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2005-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1997-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder or, unless the Rating Agency Condition is satisfied with respect to the deletion of the Original Transferor CertificateBank from this subsection 6.1(a), the occurrence of an Insolvency Event relating to the Bank;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1997-1 Certificateholders and which 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 such the Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1997-1 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 2.1 or subsection 2.08(f2.9(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such the Transferor by the Trustee, or to such the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1997-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 1997-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Pay Out Event pursuant to this subsection 6.01(d6.1(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participations to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participations pursuant to subsection 2.9(a) of the Agreement;
(f) any Servicer Default shall occur; (g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period; or
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2012-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2012-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2012-4 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2012-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2012-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1999-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1999-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 1999-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1999-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 1999-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 1999-2 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 1999-2 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 1999-2 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 1999-2 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 1999-2 without any notice or other action on the part of the Trustee or the Series 1999-2 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_201[ ]-[ ] Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_201[ ]-[ ] Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_201[ ]-[ ] Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_201[ ]-[ ] Certificates and as a result of which the interests of the Series 20[__]-[_201[ ]-[ ] Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2005-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2005-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2005-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2005-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2005-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1999-5 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1999-5 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 1999-5 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1999-5 Certificates and as a result of which the interests of the Series 20[__]-[_] 1999-5 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 1999-5 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 1999-5 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 1999-5 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 1999-5 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 1999-5 without any notice or other action on the part of the Trustee or the Series 1999-5 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2005-7 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2005-7 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2005-7 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2005-7 Certificates and as a result of which the interests of the Series 20[__]-[_] 2005-7 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1997-1 Certificates:
(a) the occurrence of (i) an Insolvency Event relating to the any Transferor or other holder of the Original Transferor CertificateCertificate or (ii) a TRS Insolvency Event unless an Opinion of Counsel acceptable to the Trustee to the effect that, for federal income tax purposes, such TRS Insolvency Event would not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation shall be delivered to the Trustee and each Rating Agency within 30 days of the occurrence of such TRS Insolvency Event;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1997-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 1997-1 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1997-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 1997-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 1997-1 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 1997-1 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 1997-1 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 1997-1 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 1997-1 without any notice or other action on the part of the Trustee or the Series 1997-1 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2002-5 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2002-5 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2002-5 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2002-5 Certificates and as a result of which the interests of the Series 20[__]-[_] 2002-5 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2002-5 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2002-5 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2002-5 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2002-5 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2002-5 without any notice or other action on the part of the Trustee or the Series 2002-5 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1999-6 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1999-6 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 1999-6 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1999-6 Certificates and as a result of which the interests of the Series 20[__]-[_] 1999-6 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 1999-6 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 1999-6 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 1999-6 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 1999-6 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 1999-6 without any notice or other action on the part of the Trustee or the Series 1999-6 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2005-6 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2005-6 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2005-6 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2005-6 Certificates and as a result of which the interests of the Series 20[__]-[_] 2005-6 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2003-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2003-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2003-4 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2003-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2003-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2003-4 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2003-4 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2003-4 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2003-4 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2003-4 without any notice or other action on the part of the Trustee or the Series 2003-4 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[__] Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[__] Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[__] Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[__] Certificates and as a result of which the interests of the Series 20[__]-[__] Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur; or
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2002-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2002-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2002-4 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2002-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2002-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2002-4 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2002-4 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2002-4 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2002-4 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2002-4 without any notice or other action on the part of the Trustee or the Series 2002-4 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2008-8 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2008-8 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2008-8 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2008-8 Certificates and as a result of which the interests of the Series 20[__]-[_] 2008-8 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2012-5 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2012-5 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2012-5 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2012-5 Certificates and as a result of which the interests of the Series 20[__]-[_] 2012-5 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2005-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2005-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2005-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2005-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2005-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 1999-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 1999-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 1999-1 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 1999-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 1999-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 1999-1 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 1999-1 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 1999-1 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 1999-1 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 1999-1 without any notice or other action on the part of the Trustee or the Series 1999-1 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2012-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2012-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2012-1 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2012-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2012-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2007-4 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2007-4 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2007-4 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2007-4 Certificates and as a result of which the interests of the Series 20[__]-[_] 2007-4 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2013-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2013-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2013-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2013-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2013-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2001-5 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2001-5 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2001-5 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2001-5 Certificates and as a result of which the interests of the Series 20[__]-[_] 2001-5 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount and the Class B Invested Amount shall not be paid in full on the Expected Final Payment Date; or
(i) a Transfer Restriction Event shall occur; then, in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Holders of Series 2001-5 Certificates evidencing more than 50% of the aggregate unpaid principal amount of Series 2001-5 Certificates by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Series 2001-5 Certificateholders) may declare that a Pay-Out Event has occurred with respect to Series 2001-5 as of the date of such notice, and, in the case of any event described in subparagraph (a), (b), (e), (g), (h) or (i), a Pay-Out Event shall occur with respect to Series 2001-5 without any notice or other action on the part of the Trustee or the Series 2001-5 Certificateholders immediately upon the occurrence of such event.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2022-1 Certificates:
(a) the occurrence of an Insolvency Event relating to the Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2022-1 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2022-1 Certificates;
(d) any representation or warranty made by the Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2022-1 Certificates and as a result of which the interests of the Series 20[__]-[_] 2022-1 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to the Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreement shall occur between the Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2004-2 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2004-2 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2004-2 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2004-2 Certificates and as a result of which the interests of the Series 20[__]-[_] 2004-2 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Pay Out Events. If any one of the following events shall occur with respect to the Series 20[__]-[_] 2012-3 Certificates:
(a) the occurrence of an Insolvency Event relating to the any Transferor or other holder of the Original Transferor Certificate;
(b) the Trust becomes an investment company within the meaning of the Investment Company Act;
(c) failure on the part of the any Transferor (i) to make any payment or deposit required by the terms of the Agreement or this Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made therein or herein or (ii) duly to observe or perform any other covenants or agreements of the Transferor Transferors set forth in the Agreement or this Supplement, which failure has a material adverse effect on the Series 20[__]-[_] 2012-3 Certificateholders and which 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 such Transferor by the Trustee, or to the Transferor Transferors and the Trustee by any Holder of the Series 20[__]-[_] 2012-3 Certificates;
(d) any representation or warranty made by the any Transferor in the Agreement or this Supplement, or any information contained in a computer file or microfiche list required to be delivered by the any Transferor pursuant to Section 2.01 or subsection 2.08(f) of the Agreement 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 written notice of such failure, requiring the same to be remedied, shall have been given to such Transferor by the Trustee, or to such Transferor and the Trustee by any Holder of the Series 20[__]-[_] 2012-3 Certificates and as a result of which the interests of the Series 20[__]-[_] 2012-3 Certificateholders are materially and adversely affected for such period; provided, however, that a Pay-Out Event pursuant to this subsection 6.01(d) shall not be deemed to have occurred hereunder if the a Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period not to exceed an additional 60 days as the Trustee may specify) in accordance with the provisions of the Agreement;
(e) a failure by a Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which it is required to convey such Receivables or Participation Interests pursuant to subsection 2.09(a) of the Agreement;
(f) any Servicer Default which would have an Adverse Effect shall occur;
(g) the average Series Adjusted Portfolio Yield for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such period;
(h) the Class A Invested Amount, the Class B Invested Amount or the Collateral Invested Amount shall not be paid in full on the Expected Final Payment Date;
(i) a Transfer Restriction Event shall occur;
(j) the occurrence of an Insolvency Event as defined in the Receivables Purchase Agreement relating to any Account Owner; or
(k) a Transfer Restriction Event as defined in the Receivables Purchase Agreements shall occur between an Account Owner and the related Transferor; then, (A) in the case of any event described in subparagraph (c), (d) or (f), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the Investor Certificateholders of this Series evidencing more than 50% of the aggregate unpaid principal amount of the Investor Certificates of this Series by notice then given in writing to the Transferors and the Servicer (and to the Trustee if given by the Investor Certificateholders of this Series) may declare that a Pay-Out Event has occurred with respect to this Series as of the date of such notice; (B) in the case of any event described in subparagraph (b), (e), (g) or (h), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event; and (C) in the case of any event described in subparagraph (a), (i), (j) or (k), a Pay-Out Event shall occur with respect to this Series without any notice or other action on the part of the Trustee or the Investor Certificateholders of this Series immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately following the expiration of the 60-day grace period), but only to the extent that (x) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such event, the average of the Monthly Receivables Percentage for the immediately preceding three Monthly Periods is less than 10%, and within 60 days following the occurrence of the related Insolvency Event or Transfer Restriction Event, the aggregate amount of Principal Receivables outstanding in the Trust does not at least equal the Required Minimum Principal Balance (without giving effect to Principal Receivables attributable to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer Restriction Event has occurred).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)