Wind-Down Events Sample Clauses

Wind-Down Events. In the event a Wind Down Event occurs, then (x) the Sponsor shall not have the right to request that any further Loan Commitments be established, and (y) the Servicer shall, within a reasonable period of time and in any event no later than thirty (30) days after the Commitment Termination Date, give notice to each of the Startup Franchisee Borrowers terminating the Startup Franchisee Loan Commitments as of the date which is ninety (90) days after delivery of such notice, subject, in each case, to the right of the Startup Franchisee Borrowers to term out the amounts outstanding under their Loan Commitments as set forth in Section 2.1(c); provided, however, that the occurrence of such Wind-Down Event shall not affect the obligation of (i) the Servicer to make Advances pursuant to existing Startup Franchisee Loan Commitments, except to the extent that the Startup Franchisee Loan Commitments are terminated pursuant to clause (y) above, (ii) the Participants to fund their Participant’s Interest as provided herein, except to the extent that the Startup Franchisee Loan Commitments are terminated pursuant to clause (y) above or (iii) the Credit Parties under the Operative Documents. In the event that a Wind Down Event occurs, then the Sponsor shall not have the right to request that any further Established Franchisee Loan Commitments be established; provided, however, that the occurrence of such Wind-Down Event shall not affect the obligation of (x) the Servicer to make Advances pursuant to existing Established Franchisee Loan Commitments, (y) the Participants to fund their Participant’s Interest as provided herein, or (z) the Credit Parties under the Operative Documents.

Wind-Down Events. The CDS Program shall commence winding down in accordance with Section 12.2 upon the occurrence of any of the events (each, a “Wind-Down Event”) expressly described below: (a) the failure of the Capital Model to operate (i) in all material respects in a manner consistent with past practice and such failure directly or indirectly causes the business of the Company as a whole to be materially adversely disrupted, and such failure is not remedied on or before the 30th Business Day after the occurrence of such failure or (ii) in compliance with the ▇▇▇▇▇'▇ Technical Document or S&P Technical Document, and such failure is not remedied on or before the 135th Business Day after the occurrence of such failure; (b) the Company or Holdings becomes (or is required to become) a registered “investment company” under the Investment Company Act; (c) any event that makes it unlawful to carry on the business of the Company; (d) (i) the Company fails to pay when due any amount due under any Debt Facility and such failure is not remedied on or before the fifth Business Day after the Company receives notice of such failure; (ii) any “Event of Default” as defined in the Senior Facility or the Mezzanine Facility shall have occurred and not have been waived or cured as permitted under such Debt Facility; or (iii) any indebtedness under any Debt Facility becomes due prior to its scheduled maturity for any reason; (i) the Managing Member willfully violates, or takes any action that it knows breaches, any material provision of any Program Document, and any such violation or action could reasonably be expected to result in a Material Adverse Effect, (ii) the Managing Member materially breaches any provision of any Program Document or any representation made by the Managing Member shall prove to have been incorrect when made in any material respect, and within 30 days of its becoming aware of such breach, or such incorrect representation, the Managing Member fails to cure such breach or (iii) the Managing Member commits fraud or criminal activity, or exercises gross negligence that has an adverse effect on the Company, in the performance of its obligations under this Agreement or the Managing Member is indicted for a criminal offense related to its primary businesses; (f) twenty (20) Business Days pass after the discovery of a Program Violation, during which period the Company fails to (i) take commercially reasonable steps to remediate all of the adverse consequences, if any, of suc...

Wind-Down Events. The occurrence and continuation of any one of the following events shall be a “Wind-Down Event” under this Agreement: (a) the Liquidity Provider or the Credit Support Provider shall have notified the Company that an event of default has occurred under the Liquidity Agreement or the Credit Support Agreement, respectively; or (b) the Company’s Commercial Paper shall no longer be rated at least “A-2”, in the case of S&P, and at least “P-2”, in the case of Moody’s.

Wind-Down Events. The occurrence and continuation of any one of the following events shall be a "WIND-DOWN EVENT" under this Agreement: (a) the Liquidity Provider or the Credit Support Provider shall have notified the Company that an event of default has occurred under the Liquidity Agreement or the Credit Support Agreement, respectively; (b) the Company's Commercial Paper shall no longer be rated at least "A-2", in the case of S&P, and at least "P-2", in the case of Moody's; (c) a downgrade in the claims-paying rat▇▇▇ ▇▇ the Surety Bond Provider below "Aa" or "AA" by either Moody's or S&P.

Wind-Down Events. In the event that the Commitment is not extended for any reason and the Commitment Termination Date occurs, then (x) the Sponsor shall not have the right to request that any further Loan Commitments be established, and (y) the Bank shall, within a reasonable period of time and in any event no later than thirty (30) days after the Commitment Termination Date, give notice to each of the Borrowers terminating the Loan Commitments as of the date which is ninety (90) days after delivery of such notice; provided, however, that the occurrence of such Wind-Down Event shall not affect the obligation of (i) the Bank to make Loans pursuant to existing Loan Commitments, except to the extent that the Loan Commitments are terminated pursuant to clause (y) above or (ii) the Credit Parties under the Operative Documents.

Wind-Down Events. The CDS Program shall commence winding down in accordance with Section 12.2 upon the occurrence of any of the events (each, a "WIND-DOWN EVENT") expressly described below: (k) and

Wind-Down Events. If a Wind-Down Event shall have occurred, the Total Commitment shall equal zero as of the Wind-Down Date. Upon the occurrence of a Wind-Down Event, and upon the written instructions of the Controlling Party, Recco shall take such action or shall cause such action to be taken pursuant to any and all Interest Rate Hedge Mechanisms and/or enter into any Hedge Agreement at the sole expense of Recco promptly upon the request of the Controlling Party. In addition, the Controlling Party shall be entitled to exercise any additional rights it may have pursuant to the Operative Documents, including, without limitation, the right to implement a Complete Servicing Transfer under the Sale Agreement, and the right to redirect the payments of Obligors directly to the Controlling Party or such other Person that the Controlling Party may designate.

Wind-Down Events. The occurrence and continuation of any one of the following events shall be a "Wind-Down Event" under this Agreement: (a) the Liquidity Provider or the Credit Support Provider shall have notified the Agent that an event of default has occurred under the Liquidity Agreement or the Credit Support Agreement, respectively; (b) the Company's Commercial Paper shall no longer be rated at least "A-2", in the case of S&P, and at least "P-2", in the case of ▇▇▇▇▇'▇; or (c) either the Liquidity Fee or the Unused Portion of the Surety Bond Premium shall not be paid pursuant to Section 5.1.

Wind-Down Events. The occurrence of any of the following events shall constitute a "Wind-Down Event:" (i) an Event of Default is then contining; (ii) amounts invested under Qualified Investment Agreements exceed the then applicable Program Limit; (iii) from and after the date set forth in a written notice from XLCA to the Investment Agreement Provider, which date shall be as set forth in Section 3.14 (iv) or (v) hereof, unless such notice is withdrawn; or (iv) any Provider Entity is required to register under the Investment Company Act. The Wind Down Event set forth in clause (ii) above may be cured by the Provider Entities one time. Any subsequent occurrence of such event or condition shall only be subject to waiver by XLCA.