Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (i) Any Seller Party, any Originator or Marathon shall fail to make any payment or deposit required hereunder (including, without limitation, a payment under Section 1.5(n)(ii)) when due and, for any such payment or deposit which is not in respect of Capital or required under Section 2.6, such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; or (iii) Any Seller Party, any Originator or Marathon shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation or warranty made by any Seller Party, any Originator or Marathon in this Agreement, any other Transaction Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder shall prove to have been incorrect in any material respect when made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms). (c) (i) Failure of Seller to pay any Indebtedness when due; or (ii) the failure of Marathon, any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full. (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.6 hereof. (f) As at the end of any calendar month: (i) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.50%; or (ii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.00%; or (iii) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00. (i) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments for the payment of money in excess of $10,000 shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Marathon Petroleum Corp)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (i) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail to make any payment or deposit of Capital required ~~hereunder~~ to be paid to the Administrative Agent or the Liberty Street Administratoror deposited for the benefit of any PurchaserInvestor Party under any Transaction Document and such failure under this clause (~~including, without limitation, a payment under Section 1.5(n)(ii)~~i) continues for one (1) Business Day after the date when ~~due and, for~~ the same was required to be made; or (ii) any ~~such~~ Seller Party shall fail to make any payment or deposit of any other amount required to be paid to a Purchaser, the Administrative Agent, the Liberty Street Administrator or anor for the benefit of any Investor Party or Indemnified Party under this Agreement or any other Transaction Document to which it is ~~not in respect of Capital or required under Section 2.6,~~ a party and such failure ~~continues for three (3) Business Days;~~ under this clause (ii) ~~Servicer~~ continues for two (2) Business Days after the date when the same was required to be made. (b) Any Seller Party shall fail to ~~deliver~~ perform or observe any ~~Monthly Report~~covenant contained in any provision of Section 5.1(b)(vi), ~~Weekly Report~~ Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or ~~Daily Report as and when required hereunder and such failure shall remain unremedied for~~ Section 6.6 (and, (i) in the case of ~~a Monthly Report~~Section 6.6 only, such failure continues for two (2) Business Days after the date when the same was required to be performed and (ii) in the case of ~~a Weekly Report or Daily Report~~Section 5.1(b)(vi) and Section 5.1(i)(vi) only, ~~one~~ such failure continues for ten (110) Business ~~Day; or~~Days after the date when the same was required to be performed). (~~iii~~c) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail to perform or observe any ~~term~~other covenant, ~~covenant~~ agreement or ~~agreement~~ other obligation hereunder (other than as referred to in ~~clause (i)~~ another paragraph of this ~~paragraph (a~~Section 7.1) ~~and paragraph 9.1(e))~~ or any other Transaction Document to which it is a party and such failure shall continue for ~~five~~ thirty (530) consecutive Business ~~Days~~Days following the earlier to occur of (i) notice from the Administrative Agent, the Liberty Street Administrator or any Purchaserany Investor Party of such non-performance or non-observance, or (ii) the date on which an Authorized Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance. (bd) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ required to be delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect ~~in any material respect~~ when made or deemed made ~~(except~~ in any material respect; provided that the materiality ~~standard~~ threshold in this ~~clause (b)~~ subsection shall not ~~apply~~ be applicable with respect to any ~~such~~ representation or warranty ~~that is expressly qualified by~~ which itself contains a materiality ~~standard~~ threshold; provided further that in the case of Section 3.1(v) only, such failure continues for one (1) Business Day after the date when the representation, warranty, certification or ~~contains any carve-out or exception based on a Material Adverse Effect by its express terms)~~statement was required to be made. (ce) On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, an Investment Excess shall exist and be continuing for one (1) Business Day after such Settlement Date. (f) (i) ~~Failure of~~ The Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when ~~due; or (ii)~~ the ~~failure of Marathon, any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate~~ same becomes due and payable (whether ~~of principal~~by scheduled maturity, ~~interest~~ required prepayment, acceleration, demand or ~~fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable~~otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or ~~(iii)~~ any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition ~~occurs that results in any Indebtedness~~ is to accelerate, or permit the acceleration of, the maturity of ~~Marathon, any Originator~~ such Indebtedness; or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full. (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be ~~instituted by or against any Seller Party, any Originator or Marathon seeking~~ declared to ~~adjudicate it bankrupt or insolvent~~be due and payable, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.6 hereof. (f) As at the end of any calendar month: (i) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.50%; or (ii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.00%; or (iii) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00. (i) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments for the payment of money in excess of $10,000 shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be ~~performed~~ prepaid (other than by ~~it under the Performance Undertaking~~a regularly scheduled required prepayment), redeemed, purchased or defeased, or ~~the Performance Undertaking~~ an offer to repay, redeem, purchase or defease such Indebtedness shall ~~cease~~ be required to be ~~effective or to be the legally valid~~made, ~~binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest~~ in ~~any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without~~ each case prior ~~notice thereof having been given~~ to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) daysstated maturity thereof; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.or

Appears in 1 contract

Sources: Receivables Sale Agreement, Receivables Purchase Agreement, Performance Undertaking (Commercial Metals Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ia) ~~Any~~ any Seller ~~Party, any Originator or Marathon~~ Party shall fail to make any payment or ~~deposit~~ deposit: (i) of Invested Amount when required ~~hereunder~~ to be made by it under the Transaction Documents (~~including, without limitation, a payment under Section 1.5(n)(ii)) when due and, for~~ except any such payment required by Section 2.5); or ~~deposit which is~~ (ii) of any other Recourse Obligation or amount not ~~in respect of Capital or~~ covered by clause (i) when required to be made by it under ~~Section 2.6,~~ the Transaction Documents and such failure continues for three (3) consecutive Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; or (iii) Any Seller Party, any Originator or Marathon shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business Days. (b) ~~Any representation~~ any representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this ~~Agreement,~~ Agreement or any other Transaction Document ~~or any amendment or modification thereof or waiver thereunder,~~ to which it is a party or in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect in any material respect when made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms).made; or (c) any Seller Party shall default in the performance of any covenant or indemnity (other than those covered by clause (a) above) under any Transaction Document and, (i) ~~Failure~~ except in the case of each clause of Section 7.1(a)(iv), Section 7.2 (other than Section 7.2(b)) and Section 8.7, such default shall continue uncured for a period of ten (10) days after a Responsible Officer has notice thereof or (ii) with respect to Section 8.7, such default shall continue uncured for a period of one (1) Business Day; or (d) any Event of Bankruptcy shall occur with respect to any Seller Party or any Material Subsidiary of such Seller Party; or (e) the Administrative Agent, as agent for the Purchasers, shall, for any reason (other than as a result of the gross negligence or willful misconduct of one of the Agents or Purchasers), fail or cease to have a valid and perfected first priority ownership or security interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claims; or (f) a Servicer Default shall have occurred; or (g) the Purchase Termination Date shall have occurred under the Receivables Sale Agreement; or (h) any Seller Party shall enter into any transaction or merger which is reasonably likely to have a Material Adverse Effect; or (i) (i) the aggregate percentage computed in the definition of Receivable Interests exceeds 100% unless Seller reduces the Aggregate Net Investment or increases the balance of the Eligible Receivables on or before three (3) Business Days after the earlier of (A) the date on which a Responsible Officer of Seller or any Servicer knew, or should have known, of such condition and (B) the date of delivery of the most recent Weekly Report or Monthly Report to ~~pay any Indebtedness when due~~the Agents, so as to reduce such percentage to less than or equal to 100%; or (ii) the ~~failure of Marathon, any Originator or Servicer to make any payment in excess of $1,000,000 in~~ Aggregate Net Investment shall exceed the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full.Facility Limit; (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.6 hereof. (fj) As at the end of any calendar month: (i) the average of the ~~Delinquency~~ Dilution Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.50~~3.60%~~; or~~; (ii) the average of the ~~Default~~ Delinquency Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.00~~1.25%; or (iii) the average of the ~~Dilution~~ Default Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~6.00~~0.80%; or (ivk) an Event of Default (as such term is defined in the ~~average~~ Credit Agreement) shall have occurred and be continuing under the Credit Agreement; or (l) a notice of Lien has been filed against Seller, any Originator or any Servicer under Section 412(n) of the ~~Turnover Ratios as~~ Code or Section 302(f) of ~~the end of~~ ERISA for a failure to make a required installment or other payment to a plan to which such ~~calendar month and the two preceding calendar months shall exceed 20.00.~~provisions apply; or (im) ~~A Change of Control shall occur; (ii) Marathon shall cease to own, directly~~ a judgment or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments order for the payment of money ~~in excess of $10,000~~ shall be ~~entered~~ rendered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.Seller; or (in) ~~(i) The “Termination Date” under and as defined~~ any Originator or Seller Party shall challenge the enforceability of any Transaction Document or shall assert in ~~the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer~~writing, or ~~cease~~ engage in any action or inaction based on any such assertion, that any provision of any of the Transaction Documents has ceased to ~~have the legal capacity to transfer,~~ be or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally is not valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with ~~Section 7.l(b)(viii)~~its terms. (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Caremark Rx Inc)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (i) ~~Any~~ Seller ~~Party,~~ shall fail to make any ~~Originator~~ payment of Capital required to be paid by it under this Agreement or ~~Marathon~~ the Fee Letter; or (ii) Seller or the Servicer shall fail to make any payment or deposit of any other amount required ~~hereunder (including, without limitation, a payment~~ to be paid or deposited by it to the Administrative Agent or any of the Purchasers or Indemnified Parties under ~~Section 1.5(n)(ii)) when due and, for any such payment~~ this Agreement or ~~deposit which is not in respect of Capital or required under Section 2.6,~~ the Fee Letter and such failure under this clause (ii) continues for three (3) ~~Business Days;~~consecutive days after the date when the same was required to be made. (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; or (iiib) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail to perform or observe any ~~term~~covenant contained in any provision of Section 5.2 or Section 6.6 and such failure continues for two (2) consecutive Business Days after the date when the same is required to be performed. (c) Any Seller Party shall fail to perform or observe any other covenant, ~~covenant~~ agreement or ~~agreement~~ other obligation hereunder (other than as referred to in ~~clause (i)~~ another paragraph of this ~~paragraph (a~~Section 7.1) ~~and paragraph 9.1(e))~~ or any other Transaction Document to which it is a party and such failure shall continue for ~~five~~ thirty (530) ~~consecutive Business Days~~days following the earlier to occur of (i) notice from the Administrative Agent or any of the Purchasers of such non-performance or non-observance, or (ii) the date on which a Responsible Employee of such Seller Party has knowledge of such non-performance or non-observance. (bd) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ required to be delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect ~~in any material respect~~ when made or deemed made ~~(except~~ in any material respect; provided that to the ~~materiality standard~~ extent such false or misleading representation occurs under any of Section 3.1(i), Section 3.1(g), Section 3.1(h), Section 3.1(p), Section 3.1(q) or Section 3.1(s), no Amortization Event shall occur under this Section 7.1(d) if a Deemed Collection is applied to reduction of the Outstanding Balance of the affected Receivable(s) as provided in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)Section 1.5. (ce) [Reserved] (i) ~~Failure of~~ Seller shall fail to pay any ~~Indebtedness when due;~~ principal of or premium or interest on any of its Debt (iiother than Debt under this Agreement) ~~the failure of Marathon, any Originator or Servicer to make any payment~~ in an amount in excess of $~~1,000,000~~ 15,324, individually or in the aggregate which is outstanding when the same becomes due and payable (whether ~~of principal~~by scheduled maturity, ~~interest~~ required prepayment, acceleration, demand or ~~fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable~~otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such ~~Indebtedness~~Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (~~iii~~other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (A) Except for Contingent Liabilities arising with respect to indemnification obligations of any Seller Party or its Subsidiaries (other than Seller) being contested in good faith by appropriate proceedings and for which such Seller Party or such Subsidiary maintains adequate reserves, any default shall occur under the terms applicable to any Debt of any Seller Party or any of its Subsidiaries (other than Seller) in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $20,000,000 and such default shall (1) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (2) accelerate the maturity of such Debt or cause the holder or holders thereof, or any trustee or agent for such holder or holders to cause, such Debt to become due and payable (or require any Seller Party or any of its Subsidiaries (other than Seller) to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity or (B) there occurs under any Swap Contract (as defined in the Senior Credit Agreement) an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Performance Guarantor or ~~condition occurs that results~~ any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (C) any ~~Indebtedness~~ Termination Event (as defined in such Swap Contract) under such Swap Contract as to which the Performance Guarantor or any Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the termination value or other amount owed by the Performance Guarantor or such Subsidiary (other than Seller) as a result thereof is greater than $20,000,000. (g) An Event of ~~Marathon, any Originator or~~ Bankruptcy shall occur with respect to any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or ~~transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full~~any Originator. (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.6 hereof. (fh) As at the end of any calendar month: (i) the average of the Delinquency Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.50~~5.00%~~; or~~; (ii) the average of the Default Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.00~~2.75%; or (iii) the average of the Dilution Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~6.00~~5.00%~~; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~. (i) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more ~~final~~ judgments or orders for the payment of money (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) in an amount in excess of $~~10,000~~ 15,324, individually or in the aggregate, shall be entered against Seller or (ii) one or more ~~final~~ judgments or orders for the payment of money ~~in an amount~~ (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $~~100,000,000, individually or in the aggregate,~~ 20,000,000 shall be ~~entered~~ rendered against any or all of the Performance Guarantor, the Servicer ~~on claims not covered~~ or any Originator and, in each of the foregoing cases described in clauses (i) and (ii) either (A) enforcement proceedings shall have been commenced by ~~insurance~~ any creditor upon any such judgments or ~~as to which the insurance carrier has denied its responsibility, and such judgment~~ orders or (B) there shall ~~continue unsatisfied and in effect for~~ be any period of thirty (30) consecutive days ~~without~~ during which a stay of ~~execution~~enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect. (i) An ERISA Event occurs which has resulted or would reasonably be expected to result in liability of any Seller Party under Title IV of ERISA or to the Pension Plan, Multiemployer Plan (as defined in the Senior Credit Agreement) or the PBGC in an aggregate amount in excess of $20,000,000, or (ii) the Servicer or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $20,000,000. (l) Either (i) ~~The~~ the “Termination Date” under and as defined in the ~~Receivables~~ Sale Agreement shall occur ~~under the Receivables Sale Agreement~~ or ~~MPC LP~~ (ii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Sale Agreement, provided, however, that upon 30 days’ prior written notice, an Originator may cease to sell or contribute Receivables to Seller (and otherwise cease to be a party) under the Sale Agreement without causing an Amortization Event under this Agreement if such Originator has consolidated or merged with or into (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise ~~be incapable~~ sold all or substantially all of ~~transferring Receivables to MPC LP under the Receivables Transfer Agreement~~its assets to) an Originator. (jm) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder. (n) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent)Seller, or any other Seller ~~Party, any Originator or Marathon~~ Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or ~~enforceability of this Agreement or any other Principal Transaction Document~~enforceability, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority ~~security interest~~ Security Interest under the applicable laws of the United States of America or any applicable state or territory thereof, in any material part of the Receivables, the Related Security ~~and the~~ or Collections with respect ~~thereto and~~ thereto, or, at any time after October 10, 2014, each of the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien with respect to an amount in excess of $1,000,000 pursuant to Section ~~430 or Section 6321~~ 6323 of the Code with regard to any of the ~~assets of any Seller Party~~ Receivables or ~~any of the Receivables,~~ Related Security ~~or Collections in an amount in excess of $5,000,000~~ and such lien shall not have been released or fully-secured with cash pledged to Seller (and collaterally assigned to the Administrative Agent for the benefit of the Purchasers pursuant to this Agreement) within ~~fifteen~~ thirty (1530) days~~; or the~~ . (p) The PBGC ~~shall, or~~ shall ~~indicate its intention to,~~ file notice of a lien ~~pursuant~~ with respect to ~~Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in~~ an amount in excess of $~~5,000,000~~ 1,000,000 pursuant to Section 4068 of ERISA with respect to any of the Receivables or Related Security and such ~~lien~~ Lien shall not have been released or fully-secured with cash pledged to the Seller (and collaterally assigned to the Administrative Agent for the benefit of the Purchasers pursuant to this Agreement) within ~~fifteen~~ thirty (1530) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Kapstone Paper & Packaging Corp)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ia) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail (i) to make any payment or deposit required hereunder ~~(including, without limitation, a payment under Section 1.5(n)(ii))~~ when due ~~and, for any such payment or deposit which is not in respect of Capital or required under Section 2.6,~~ and such failure continues for ~~three (3)~~ two Business Days~~; (ii) Servicer shall fail to deliver any Monthly Report~~, ~~Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and~~ (ii) in the case of Servicer, to deliver any report required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a ~~Weekly Report or Daily Report~~Force Majeure Event, ~~one (1)~~ continues for two Business ~~Day; or~~ Days, (iii) ~~Any~~ to perform or observe any term, covenant or agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k) and (n), Section 7.2, Section 9.1 (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and with respect to Servicer only, Section 8.2(b), and such failure shall continue for five consecutive Business Days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party~~, any Originator~~ ’s Responsible Officer’s actual knowledge thereof or ~~Marathon shall fail~~ (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this ~~paragraph~~ subsection (a) ~~and paragraph 9.1(e~~or Section 9.1(d)) and such failure shall continue for ~~five (5)~~ twenty consecutive ~~Business Days~~days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party’s Responsible Officer’s actual knowledge thereof. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (ii) with respect to any representations, warranties, certifications or statements which do not contain a materiality qualifier, incorrect in any material respect when made or deemed ~~made (except~~ made; provided that ~~the materiality standard in this clause (b)~~ an Amortization Event shall not ~~apply~~ occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (g), (i), (j), (r), (s), (t), (u) or (w) of Section 5.1 with respect to any Receivable or Related Security if either (i) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such ~~representation~~ Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or ~~warranty that is expressly qualified by~~ (ii) the aggregate of the Investor Interests does not exceed 100% after a ~~materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)~~recalculation of the Investor Interests excluding such Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance and Seller has made the payment required by, and in accordance with, Section 2.8. (c~~) (i~~) Failure of Seller to pay any Indebtedness when due~~; or (ii) the failure of Marathon~~, giving effect to any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in fullperiods. (id) Any Seller ~~Party, any~~ Party or the Originator ~~or Marathon~~ (i) shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by or against any ~~Seller Party, any Originator or Marathon~~ such Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property, in any such case, such proceeding~~ property or ~~petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court;~~ (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such ~~proceeding, or (iv) any Seller Party, any Originator or Marathon~~ Person shall take any corporate or limited liability ~~company, limited partnership corporate action, as applicable,~~ company action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in ~~clauses (i),~~ clause (ii~~) or (iii~~) above in this subsection (d). (e) ~~Seller shall fail to comply with the terms of Section 2.6 hereof. (f)~~ As at the end of any ~~calendar month:~~ Monthly Period, (i) the average of the ~~Delinquency~~ Dilution Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~1.50%; or~~ 0.30% (ii) the average of the ~~Default~~ Delinquency Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~1.00~~3.50%~~; or~~ , or (iii) the average of the ~~Dilution~~ Loss Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~6.00~~2.50%~~; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~. (if) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (ig) A Material Adverse Effect shall occur. (h) One or more ~~final judgments~~ judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $~~10,000~~ 100,000 in the aggregate shall be entered against ~~Seller~~ Seller, and either (i) within thirty (30) days from the later of (A) the entry of any such judgment or decree or the date of any such award or settlement (as applicable) and (B) the date any payment is required to be made on or with respect to any such judgment, decree, award or settlement pursuant to the terms thereof, the same shall not have been paid, discharged or vacated, or in the case of a judgment, decree or award, stayed pending appeal, or shall not have been discharged or vacated within thirty (30) days from the entry of a final order of affirmance on appeal or (ii) ~~one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate,~~ enforcement proceedings shall be ~~entered against Servicer~~ commenced by any creditor on ~~claims not covered by insurance~~ any such judgment, decree, award or ~~as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution~~settlement. (i) (i) The “Termination Date” under and as defined in ~~the Receivables~~ either Sale Agreement shall occur under such Sale Agreement, (ii) the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Finance LLC under the First Tier Sale ~~Agreement~~ Agreement, or ~~MPC LP~~ (iii) Finance LLC shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the ~~Receivables~~ Second Tier Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction DocumentSeller, or the ~~Administrative~~ Program Agent for the benefit of the ~~Purchasers~~ Investors shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the ~~Collection Accounts~~Lock-Boxes, ~~free~~ Blocked Accounts and ~~clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens~~all agreements related thereto. (k) ~~Marathon~~ With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall ~~fail to perform or observe any term, covenant or agreement required to be performed~~ not constitute an Amortization Event if such excess shall have been cured by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent a Special Adjustment Payment made in accordance with Section ~~7.l(b)(viii~~2.2, if applicable, or otherwise by an increase in the Net Receivable Pool Balance or the Collection Account Amount or a reduction in the Aggregate Capital not later than the next following Business Day (or, if such day is not Business Day, by not later than the second following Business Day). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Anr Pipeline Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ia) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail to make any payment or deposit required ~~hereunder~~ to be paid to the Agent, the LC Bank, any Purchaser, any Indemnified Party or any other Affected Person under this Agreement or any other Transaction Document to which it is a party on the date when the same is required to be made, and such failure shall continue unremedied for two (~~including~~2) Business Days. (b) Any Seller Party shall fail to perform or observe any covenant contained in any provision of (i) Section 2.2, ~~without limitation, a payment under~~ (ii) Section ~~1.5(n)(ii)~~7.2 or (iii) ~~when due~~ Section 8.5 and, ~~for any such payment~~ (A) with respect to a failure to perform or ~~deposit which is not~~ observe the covenant in ~~respect of Capital or required under~~ Section ~~2.6~~8.5(a), such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case a period of ~~a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report,~~ one (1) Business Day; orprovided that such one (1) Business Day grace period shall only be available and effective twice during any calendar quarter period, and (B) with respect to failure to perform or observe the covenant in Section 8.5(b), such failure continues for a period of three (3) Business Days. (~~iii~~c) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail to perform or observe any ~~term~~other covenant, ~~covenant~~ agreement or ~~agreement~~ other obligation hereunder (other than as referred to in ~~clause (i)~~ another paragraph of this ~~paragraph (a~~Section 9.1) ~~and paragraph 9.1(e))~~ or any other Transaction Document to which it is a party and such failure shall continue for five (5) consecutive Business ~~Days~~Days following the earlier to occur of (i) notice from the Agent, the LC Bank or any Purchaser of such non-performance or non-observance, or (ii) the date on which an Authorized Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance. (bd) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ required to be delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect ~~in any material respect~~ when made or deemed made ~~(except~~ in any material respect; provided that the materiality ~~standard~~ threshold in this ~~clause (b)~~ subsection shall not ~~apply~~ be applicable with respect to any ~~such~~ representation or warranty ~~that is expressly qualified by~~ which itself contains a materiality ~~standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)~~threshold. (ce) [Reserved]. (i) ~~Failure of~~ Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness which is outstanding when ~~due; or (ii)~~ the ~~failure of Marathon, any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate~~ same becomes due and payable (whether ~~of principal~~by scheduled maturity, ~~interest~~ required prepayment, acceleration, demand or ~~fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable~~otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or ~~(iii)~~ any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition ~~occurs that results~~ is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or (ii) any Originator shall fail to pay any principal of or premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of ~~Marathon~~such event or condition is to accelerate, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof. (g) (i) Seller, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full. (i) Any Seller Party, any Originator or Marathon Material Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.6 hereof. (f) As at the end of any calendar month: (i) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.50%; or (ii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.00%; or (iii) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00. (i) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments for the payment of money in excess of $10,000 shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Ferro Corp)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any Transaction Party or PMC shall fail (i) ~~Any Seller Party, any Originator or Marathon shall fail~~ to make any payment or deposit of any amount consisting of Aggregate Principal, Interest or CP Costs required hereunder ~~(including, without limitation, a payment under Section 1.5(n)(ii))~~ when due and, for any such payment or deposit which is not in respect of Capital or required under Section 2.6, such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall ~~remain~~ continue unremedied for one (i1) in Business Day or (ii) to make any payment or deposit of any other amount required to be made by it under the ~~case of a Monthly Report,~~ Transaction Documents when due and such failure shall continue unremedied for two (2) Business ~~Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day~~Days; or (b) Any representation, warranty, certification or statement made by any Transaction Party or PMC in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect when made or deemed made; provided, that a breach of any representation or warranty made by the Borrower with respect to one or more Loans pursuant to Section 8.4 shall not constitute an Amortization Event hereunder if the Borrower causes PMC to comply with Section 8.4 by either (i) curing such breach, (ii) purchasing such Pool Loan from the Borrower at the applicable Purchase Price in accordance with Section 8.3 or (iii) substituting an Eligible Substitute Loan for such Loan in accordance with Section 8.5; or (c) Any ~~Seller Party, any Originator~~ Transaction Party or ~~Marathon~~ PMC shall fail to perform or observe any ~~term,~~ covenant or agreement ~~hereunder~~ (i) set forth in Section 7.1(a)(iv), 7.1(a)(vi), 7.1(a)(viii), 7.1(c), 7.1(e) or 7.1(m) and such failure shall continue for thirty (30) consecutive days or (ii) under any Transaction Document (other than as referred to in clause (i) of this paragraph (ac) ~~and paragraph 9.1(e~~or Section 9.1(a)) and such failure shall continue unremedied for five (5) ~~consecutive~~ Business Days.; or (b) Any representation or warranty made by any Seller Party, any Originator or Marathon in this Agreement, any other Transaction Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder shall prove to have been incorrect in any material respect when made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms). (c) (id) Failure of ~~Seller~~ the Borrower to pay any Indebtedness (other than the Obligations) when ~~due~~due or the default by the Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (iiother than by a regularly scheduled payment) prior to the ~~failure~~ date of ~~Marathon, any Originator or Servicer~~ maturity thereof; or (i) PMC fails to make any payment in ~~excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in~~ respect of any Indebtedness ~~in an aggregate principal amount exceeding $100,000,000~~of PMC when due, ~~when and as the same shall become due and payable, and such failure shall continue after~~ (ii) any default or other event or condition occurs or exists beyond the applicable grace or cure period, ~~if any~~the effect of which is to permit any holder of Indebtedness of PMC to cause (whether or not it elects to cause) any of such Indebtedness to become due before its stated maturity or regularly scheduled payment dates, ~~specified in the agreement or instrument relating to such Indebtedness;~~ or (iii) any ~~event~~ of such Indebtedness is declared to be due and payable or ~~condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior~~ required to be prepaid by PMC before its ~~scheduled~~ stated maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full. (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.6 hereof.or (f) ~~As at the end~~ An Event of Bankruptcy shall occur with respect to any ~~calendar month: (i) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.50%~~Transaction Party or PMC; or (ii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.00%; or (iii) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00. (ig) A Change of Control shall ~~occur~~occur with respect to any Transaction Party or PMC; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller.or (i) One or more final judgments for the payment of money ~~in excess of $10,000~~ shall be entered against ~~Seller~~ Borrower or (ii) PMC fails, within 10 days after entry, to pay, bond, or otherwise discharge any one or more ~~final~~ judgments or orders for the payment of money ~~in an amount~~ (not paid or fully covered by insurance) in excess of $~~100,000,000,~~ 1,000,000 (individually or collectively) or the equivalent thereof in another currency or currencies, or any warrant of attachment, sequestration, or similar proceeding against PMC's assets having a value (individually or collectively) of $1,000,000 or the ~~aggregate~~equivalent thereof in another currency or currencies, ~~shall be entered against Servicer~~ which is not either (a) stayed on ~~claims not covered~~ appeals; (b) being diligently contested in good faith by ~~insurance~~ appropriate proceedings with adequate reserves having been set aside on the books of PMC in accordance with GAAP, or ~~as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty~~ (30c) ~~consecutive days without~~ dismissed by a ~~stay~~ court of ~~execution.~~competent jurisdiction; or (i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other ~~Principal~~ Transaction Document shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of ~~any Seller Party or any Originator, as applicable (except with~~ the ~~consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application~~Borrower, the ~~Administrative Agent)~~Servicer or PMC, or any ~~Seller Party~~of the Borrower, ~~any Originator~~ the Servicer or ~~Marathon~~ PMC shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability ~~of this Agreement or any other Principal Transaction Document, or the Administrative~~ thereof; or (j) The Agent for the benefit of the ~~Purchasers~~ Lenders shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) daysCollateral; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.or

Appears in 1 contract

Sources: Credit and Security Agreement (PMC Commercial Trust /Tx)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ia) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail (i) to make any payment or deposit required hereunder ~~(including, without limitation, a payment under Section 1.5(n)(ii))~~ when due and, for any such payment or deposit which is not in respect of Capital or required under Section 2.6, such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) solely in the case of ~~a Monthly Report~~any Aggregate Unpaids that do not constitute Capital, ~~two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report,~~ such failure shall continue for one (1) Business Day~~; or~~ , or (~~iii~~ii) ~~Any Seller Party, any Originator or Marathon shall fail~~ to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for ~~five~~ three (53) consecutive Business ~~Days~~Days following the earlier of (A) notice from any Agent of such non-performance or non-observance, or (B) the date on which an Authorized Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect in any material respect (unless already qualified as to materiality) when made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)made. (c~~) (i~~) Failure of Seller to pay any Indebtedness when due, or failure by any other Seller Party to pay any part of the principal of, the premium, if any, or the interest on, or any other payment of money due under any of its Indebtedness (other than Indebtedness hereunder), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $10,000,000; or any Seller Party or any of their respective Subsidiaries shall fail to perform or observe any other term, covenant or agreement contained in any agreement, document or instrument evidencing or securing any such Indebtedness having such aggregate outstanding principal amount, or under which any such Indebtedness was issued or created, beyond any period of grace, if any, provided with respect thereto and such Seller Party has been notified by such creditor of such default, the effect of any such failure is either (i) to cause, or permit the holders of such Indebtedness (or a trustee on behalf of such holders) to cause, any payment of such Indebtedness to become due prior to its due date or (ii) to permit the ~~failure~~ holders of ~~Marathon, any Originator~~ such Indebtedness (or ~~Servicer~~ a trustee on behalf of such holders) to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as elect a ~~result~~ majority of the ~~voluntary sale or transfer~~ board of ~~the property or assets securing~~ directors of such ~~Indebtedness or is voluntarily prepaid in full~~Seller Party. (i) Any Seller Party or any "Borrower" under the Five-Year Credit Agreement (each, a "Material Party") shall be dissolved or liquidated (or any judgment, ~~any Originator~~ order or ~~Marathon~~ decree therefor shall be entered) or shall generally not pay its debts as ~~such debts~~ they become ~~due~~ due, or shall admit in writing its inability to pay its debts ~~generally~~ generally, or shall make a general assignment for the benefit of creditors; , or shall institute, or (ii) ~~any involuntary proceeding~~ there shall be instituted ~~by or~~ against ~~any Seller~~ such Material Party, any ~~Originator~~ proceeding or ~~Marathon~~ case seeking to adjudicate it bankrupt or ~~insolvent,~~ insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of ~~debtors,~~ debtors or seeking the entry of an order for ~~relief~~ relief, or the appointment of a receiver, trustee, ~~custodian, sequestrator, conservator~~ custodian or other similar official for it or for any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, ~~under~~ rights, revenues or property, and, with respect to any ~~law relating to bankruptcy~~Material Party other than Seller, ~~insolvency~~ if such proceeding is instituted against such Material Party and is being contested by such Material Party in good faith by appropriate proceedings, such proceeding shall remain undismissed or ~~reorganization or relief~~ unstayed for a period of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it 60 days or any ~~substantial~~ writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any Material Party and, with respect to any Material Party other than Seller, is not released, vacated or fully bonded within 60 days after its ~~property,~~ issue or levy; or (~~D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv~~iii) any ~~Seller Party, any Originator or Marathon~~ Material Party shall take any ~~limited liability company, limited partnership~~ action (corporate ~~action, as applicable,~~ or other) to authorize or ~~for the purpose of effecting~~ further any of the actions ~~set forth in clauses (i), (ii) or (iii)~~ described above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.6 hereof. (f) As at the end of any calendar month: (i) the average of the Delinquency Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.50~~18%~~; or~~; (ii) the average of the Default Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.00~~8%; or (iii) the average of the Dilution Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~6.00~~9%~~; or~~ (~~iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00. (i~~g) A Change of Control shall occur. (h) The Interest Coverage Ratio shall be less than 3.0 to 1.0; calculated as of the end of each fiscal quarter for the four most recently ended fiscal quarters. (i) The Consolidated Net Worth of Invacare and its Subsidiaries (as defined in the Five-Year Credit Agreement) at any time shall be less than the sum of (i) $525,000,000, plus (ii) ~~Marathon shall cease to own, directly or indirectly, 100~~50% of cumulative Consolidated Net Income of Invacare and its Subsidiaries (as defined in the ~~equity interests~~ Five-Year Credit Agreement), if any, for the three-month periods ending September 30, 2004 and December 31, 2004, and for each fiscal year of ~~Seller~~Invacare ending December 31, ~~Servicer~~ 2005 and thereafter. (~~if Servicer is MPC LP or an Affiliate of Marathon~~j) ~~or any Originator; or (iii) MPC LP shall cease to directly own 100%~~ The ratio, determined as of the ~~equity interests~~ end of ~~Seller~~each of Invacare's fiscal quarters for the four most recently ended fiscal quarters, of Consolidated Total Debt of Invacare and its Subsidiaries (as defined in the Five-Year Credit Agreement) to Consolidated Adjusted EBITDA of Invacare and its Subsidiaries (as defined in the Five-Year Credit Agreement) for the four most recently ended fiscal quarters shall exceed (i) during the period from and including the Effective Date (as defined in the Five-Year Credit Agreement) through December 30, 2006, 3.50 to 1.0, and (ii) commencing December 31, 2006 and thereafter, 3.25 to 1.0. (k) (i) One or more final judgments for the payment of money ~~in excess of $10,000~~ shall be entered against Seller or (ii) one or more ~~final~~ judgments or orders shall be rendered against or shall affect Servicer or any of its Subsidiaries which does or could have a Material Adverse Effect, and either, as relates to clause (ii), (a) such judgment or order shall have remained unsatisfied or uninsured for ~~the payment~~ a period of ~~money in an amount in excess of $100,000,000~~21 days and Servicer or Subsidiary, ~~individually or in the aggregate~~as applicable, shall ~~be entered against Servicer on claims~~ not ~~covered~~ have taken action necessary to stay enforcement thereof by ~~insurance~~ reason of pending appeal or as otherwise, prior to ~~which~~ the ~~insurance carrier has denied its responsibility~~expiration of the applicable period of limitations for taking such action or, ~~and~~ if such action shall have been taken, a final order denying such stay shall have been rendered or (ii) enforcement proceedings shall have been commenced by any creditor upon any such judgment ~~shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution~~or order. (~~i) (i~~l) The “"Termination Date” " under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or ~~MPC LP~~ any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale ~~Agreement~~ Agreement; provided that upon 30 days' prior written notice to the Agent, an Originator may cease to sell or contribute Receivables (~~ii) the “Termination Date” under and~~ as defined in the Receivables ~~Transfer Agreement shall occur~~ Sale Agreement) to the Seller under the Receivables ~~Transfer~~ Sale Agreement without causing an Amortization Event under this Agreement if such Originator has consolidated or ~~Marathon Canada shall for any reason~~ merged with or into another Originator, and provided further, upon 30 days' prior written notice to the Agent, Healthtech Products, Inc. may cease to ~~transfer,~~ sell or ~~cease~~ contribute Receivables (as defined in the Receivables Sale Agreement) to ~~have~~ the ~~legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP~~ Seller under the Receivables ~~Transfer Agreement~~Sale Agreement without causing an Amortization Event under this Agreement if the average Outstanding Balance of Healthtech Products, Inc.'s Receivables in each of the preceding 4 months represent less than 5% of the average total Outstanding Balance of all Receivables in such months. (jm) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent)Seller, or any ~~Seller Party, any Originator or Marathon~~ Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or ~~enforceability of this Agreement or any other Principal Transaction Document~~enforceability, or the ~~Administrative~~ Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables (other than Foreign Receivables), the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (kn) ~~Marathon~~ Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of ~~Marathon~~Provider, or ~~Marathon~~ Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Invacare Corp)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any Seller Party shall fail: (i) ~~Any Seller Party, any Originator or Marathon shall fail~~ to make any payment or deposit required hereunder ~~(including, without limitation, a payment~~ or under ~~Section 1.5(n)(ii)) when due and, for~~ any ~~such payment or deposit which is not~~ other Transaction Document in respect of Capital ~~or required under Section 2.6,~~ when due and such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) Business Days; or (iii) ~~Any Seller Party, any Originator or Marathon shall fail~~ to perform or observe any term, covenant or agreement hereunder (other than as referred to in ~~clause~~ clauses (i) and (ii) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) ~~consecutive~~ Business ~~Days~~Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been materially incorrect ~~in any material respect~~ when made or deemed made (except that the materiality standard in this ~~clause~~ subsection (b) shall not apply to any such representation or warranty ~~that~~ which is ~~expressly~~ qualified by a materiality standard ~~or contains any carve-out or exception based on a Material Adverse Effect~~ by its ~~express~~ terms). (c~~) (i~~) Failure of Seller to pay any Indebtedness when ~~due;~~ due or ~~(ii)~~ the failure of ~~Marathon, any~~ the Servicer or the Originator ~~or Servicer~~ to ~~make any payment~~ pay Indebtedness when due in excess of $~~1,000,000~~ [20,000,000] in the ~~aggregate (whether of principal, interest~~ aggregate; or ~~fees)~~ the default by such Person in ~~respect~~ the performance of any ~~Indebtedness in an aggregate principal amount exceeding $100,000,000~~term, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event provision or condition ~~occurs that results~~ contained in any agreement under which any such Indebtedness was created or is governed, the effect of ~~Marathon~~which is to cause, ~~any Originator~~ or ~~any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming~~ to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its ~~scheduled~~ stated maturity; ~~provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale~~ or ~~transfer of the property or assets securing~~ any such Indebtedness of such Person shall be declared to be due and payable or ~~is voluntarily~~ required to be prepaid ~~in full~~(other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, ~~any~~ the Collection Agent, Originator or ~~Marathon~~ any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by or against any ~~Seller Party,~~ such Person or any ~~Originator or Marathon~~ of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property~~property and, in the case of any such ~~case~~proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or ~~petition shall continue undismissed~~ unstayed for ~~sixty (60) days~~ a period of 60 days, or ~~an order or decree approving or ordering~~ any of the ~~foregoing shall be entered by~~ actions sought in such ~~court;~~ proceeding (~~iii) any Seller Party~~including, ~~any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation~~without limitation, ~~winding up, reorganization, arrangement, adjustment, protection,~~ the entry of an order for relief ~~or composition of it or its debts~~against, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, ~~custodian, sequestrator, conservator~~ custodian or other similar official ~~for~~ for, it or for any substantial part of its property, ) shall occur; or (Diii) ~~file an answer admitting the material allegations of a petition filed against it in~~ any such ~~proceeding,~~ Person or ~~(iv)~~ any ~~Seller Party, any Originator or Marathon~~ of such Person's Subsidiaries shall take any ~~limited liability company, limited partnership~~ corporate ~~action, as applicable,~~ action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in clauses (i~~), (ii~~) or (~~iii~~ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section ~~2.6 hereof~~2.7 hereof (subject to the grace periods set forth therein). (f) As at of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed ~~1.50%; or~~[o]%; (iiiii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed ~~1.00%~~[o]%; or (~~iii~~iv) the average of the ~~Dilution~~ Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed ~~6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~[o]%. (ig) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments for the payment of money ~~in excess of $10,000~~ shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~10,000,000, individually or in the aggregate, shall be entered against the Servicer or the Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for ~~thirty~~ fifteen (3015) consecutive days without a stay of execution. (i) ~~(i)~~ The “"Termination Date” " under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or ~~MPC LP~~ Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent)Seller, or any ~~Seller Party, any Originator or Marathon~~ Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or ~~enforceability of this Agreement or any other Principal Transaction Document~~enforceability, or the ~~Administrative~~ Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) ~~Marathon~~ Penn Power shall (i) fail to ~~perform~~ maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or ~~observe any term, covenant or agreement required~~ (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to ~~be performed by it under~~ Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest meanings set forth in ~~any manner such effectiveness, validity, binding nature or enforceability~~Exhibit XIII. (l) Any ~~Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon~~ Periodic Report delivered on or after [___], 2004 shall fail to ~~comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time~~contain all Additional Reporting Information. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Pennsylvania Electric Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) the occurrence, continuance and, to the extent required, declaration of a Termination Event; (b) a Servicer Default shall have occurred or, to the extent required, been declared; (c) ▇▇▇▇▇, any Other TMUS Originator, the Transferor or the Servicer, as applicable, shall fail to: (i) ~~Any Seller Party~~(A) deliver a Monthly Report required to be delivered to the Administrative Agent within five (5) Business Days after the due date thereof, or (B) deliver any ~~Originator~~ report (other than a Monthly Report) required to be delivered to the Administrative Agent within fifteen (15) days after the due date thereof, (ii) duly observe or ~~Marathon shall fail~~ perform the covenants set forth in this Agreement with respect to ~~make any payment or deposit required hereunder (including~~Liens relating to the Transferred Receivables, ~~without limitation,~~ which continues unremedied for a ~~payment under Section 1.5(n)(ii)) when due and, for any such payment or deposit which is not in respect~~ period of ~~Capital or required under Section 2.6, such failure continues for~~ three (3) Business ~~Days; (ii) Servicer~~ Days after the date on which written notice of such failure, requiring the same to be remedied, shall ~~fail~~ have been given in accordance with Section 9.3 or to ~~deliver any Monthly Report~~an Authorized Officer of ▇▇▇▇▇, ~~Weekly Report~~ the Transferor or ~~Daily Report~~ the Servicer, as ~~and when required hereunder and~~ applicable, or after discovery of such failure ~~shall remain unremedied for (i) in~~ by an Authorized Officer of ▇▇▇▇▇, the ~~case of a Monthly Report~~Transferor or the Servicer, ~~two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report~~as applicable, ~~one (1) Business Day;~~ or (iii) ~~Any Seller Party,~~ duly observe or perform in any ~~Originator or Marathon shall fail to perform or observe~~ material respect any ~~term,~~ other covenant or agreement ~~hereunder~~ of ▇▇▇▇▇, such Other TMUS Originator, the Transferor or the Servicer, as the case may be, set forth in this Agreement or, the Conveyancing Agreement, the Sale Agreement or, if applicable, any EIP Dealer Agreement to which it is a party, which failure (~~other than~~ A) results in an Adverse Effect on the Funding Agents or the Owners and (B) continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, such Other TMUS Originator, the Transferor or the Servicer, as ~~referred to in clause (i)~~ applicable, or after discovery of ~~this paragraph (a) and paragraph 9.1(e)) and~~ such failure by an Authorized Officer of ▇▇▇▇▇, such Other TMUS Originator, the Transferor or the Servicer, as applicable; provided, however, no Amortization Event shall ~~continue for five (5) consecutive Business Days.~~be deemed to occur if the relevant Transferred Receivables are repurchased in accordance with this Agreement; (bd) ~~Any~~ any representation or warranty made by the Transferor or, ▇▇▇▇▇ or any ~~Seller Party, any~~ Other TMUS Originator ~~or Marathon~~ in this Agreement, ~~any other Transaction Document~~ the Conveyancing Agreement or ~~any amendment or modification thereof or waiver thereunder~~the Sale Agreement, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder shall prove proves to have been incorrect in any material respect when made and such inaccuracy results in an Adverse Effect on the Funding Agents or the Owners and such Adverse Effect continues for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of ▇▇▇▇▇, such Other TMUS Originator or the Transferor, as applicable, or after discovery of such failure by an Authorized Officer of the Transferor or, ▇▇▇▇▇ or such Other TMUS Originator, as applicable; provided, however, that no Amortization Event shall be deemed ~~made (except that~~ to occur if the ~~materiality standard in this clause (b) shall not apply~~ relevant Transferred Receivables relating to ~~any~~ such representation or warranty ~~that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms).~~are repurchased in accordance with this Agreement; (ce) an Asset Base Deficiency exists and such condition has existed unremedied for a period of five (5) consecutive days; (f) the three-month average Default Ratio relating to the Transferred Receivables shall exceed 8.00%; (g) the three-month average Delinquency Ratio relating to the Transferred Receivables shall exceed 3.50%; (h) the three-month average Dilution Ratio relating to the Transferred Receivables shall exceed 4.00% (i) ~~Failure of Seller~~ the Transferor shall fail to ~~pay any Indebtedness when due; or (ii)~~ comply with the failure of Marathon, any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, Hedging Requirements and such failure shall continue unremedied for more than ten (10) days after written notice thereof being given in accordance with Section 9.3 to an Authorized Officer of the Transferor or the Servicer by the Administrative Agent or any Funding Agents; (j) a Change of Control Triggering Event shall have occurred; (k) litigation, arbitration or governmental proceedings shall have been instituted involving ▇▇▇▇▇, any Other TMUS Originator, the Transferor or the Transferred Receivables that could reasonably be expected to materially and adversely affect ▇▇▇▇▇, such Other TMUS Originator, the Transferor or the collectability of the Transferred Receivables; (l) any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $250,000 (in either case to the extent not adequately covered by insurance as to which a solvent insurance company has not denied coverage) shall be entered or filed against the Transferor or any of its assets and shall remain undischarged, unpaid, unvacated, unappealed, unbonded or unstayed for a period of thirty (30) days (or in any event later than five days prior to the date of any proposed sale thereunder); (m) ▇▇▇▇▇, the Transferor, TMUS or TMUSA shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $100,000,000 in the aggregate, in each case when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure to pay shall continue for two (2) days after the applicable grace period, if any, specified in the agreement or instrument relating to such ~~Indebtedness~~Debt; (n) there shall have occurred an event or situation with respect to the Transferor, either Guarantor, or ▇▇▇▇▇ or any Other TMUS Originator that shall have a material adverse effect on the legality, validity or enforceability of any of this Agreement, the Conveyancing Agreement, the Sale Agreement or the Performance Guaranty, or any such party’s ability to perform its respective obligations thereunder, other than such material adverse effects which are the direct result of actions or omissions of the Administrative Agent, any Funding Agent or any Owner; (o) the Transferor is a “covered fund” for purposes of regulations adopted under the ▇▇▇▇▇▇▇ Rule; (p) (i) either Guarantor shall purport to revoke or terminate the Performance Guaranty, or the Performance Guaranty shall no longer be in effect, or either Guarantor shall fail to make any payments required thereunder in a timely manner; or (~~iii~~ii) ~~any event or condition occurs that results~~ either Guarantor shall fail to perform, in ~~any Indebtedness of Marathon~~a timely manner, any ~~Originator~~ of its obligations under the Performance Guaranty or this Agreement, or there shall have occurred any material breach of any of the representations and warranties, or any ~~Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided~~covenants or other agreements, ~~that this clause~~ made by either Guarantor under the Performance Guaranty; (~~iii~~q) the Consolidated Equity Ratio shall ~~not apply to secured Indebtedness that becomes due as a result~~ at any time be less than the greater of ~~the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full.~~ (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; 17.50% and (ii) such higher amount as any ~~involuntary proceeding shall be instituted by or against any Seller Party~~of TMUS, ~~any Originator or Marathon seeking to adjudicate it bankrupt or insolvent~~TMUSA, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the ~~entry of an order for relief~~ Servicer or the ~~appointment~~ Transferor may agree, whether by way of ~~a receiver~~similar provision, ~~trustee~~representation, ~~custodian, sequestrator, conservator~~ covenant or ~~other similar official for it or any substantial part of its property~~warranty, in any Comparable Transaction in any similar provision, for so long as any such ~~case, such proceeding or petition~~ Comparable Transaction is outstanding; (r) the Consolidated Leverage Ratio shall ~~continue undismissed for sixty~~ at any time be greater than the lesser of (60i) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely 500% and ~~appropriate manner, any proceeding or petition described in subclause~~ (ii) such lower amount as any of ~~this clause (d)~~TMUS, ~~(C) apply for~~ TMUSA, the Servicer or ~~consent to~~ the ~~appointment~~ Transferor may agree, whether by way of ~~a receiver~~similar provision, ~~trustee~~representation, ~~custodian~~covenant or warranty, ~~sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it~~ in any Comparable Transaction in any similar provision, for so long as such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.6 hereof. (f) As at the end of any calendar month: (i) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.50%Comparable Transaction is outstanding; or (iis) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.00%; or (iii) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00. (i) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments for the payment of money in excess of $10,000 shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section ~~303~~ 4068 of ERISA, or a contribution failure occurs sufficient to give rise to a lien under Section 303(k) of ERISA or Section ~~4068~~ 430(k) of ~~ERISA~~ the Code, with regard to any of the assets of ~~any Seller Party~~ ▇▇▇▇▇ or the Transferor, and, in ~~an amount in excess of $5,000,000 and~~ each case, such lien shall not have been released within ~~fifteen~~ thirty (1530) days; or (t) with respect to any Eligible Interest Rate Cap which, by its terms, shall cease to be in force and effect on or following the Interest Rate Cap Renewal Date, the Transferor shall fail to amend or enter into a replacement of such Eligible Interest Rate Cap which conforms to the provisions of Exhibit D hereto.

Appears in 1 contract

Sources: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any Seller Party shall (i) ~~Any Seller Party, any Originator or Marathon shall~~ fail to make any payment or deposit required hereunder (when due, including, without limitation, a any payment ~~under Section 1.5(n)(ii)) when due and, for any such payment or deposit which is not in respect of Capital or~~ required under Section 2.6~~, such failure continues for three (3) Business Days;~~; or (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; or (iii) Any Seller Party, any Originator or Marathon shall fail to perform or observe any term, covenant or agreement hereunder or under any other Transaction Document (other than as referred to in Section 9.1(a)(i) or Section 9.1(h)) and such failure shall continue for: (A) in the case of Section 7.2(e), one (1) Business Day; (B) in the case of any of Section 7.1(a)(v), Section 7.1(b)(i), Section 7.1(b)(iii)-(vi), Section 7.1(h), Section 7.1(i)(M)-(P), Section 7.1(j), Section 7.2 (other than as referred to in clause (iA) ~~of this paragraph~~ above), or Article VIII, three (a3) ~~and paragraph 9.1(e)) and such failure shall continue for five (5) consecutive~~ Business Days; or (C) in any other case, fifteen (15) days. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ report made by Provider or any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect when made or deemed made; provided that in the case of any ~~material respect~~ representation or warranty that is determined to be incorrect when made or deemed made ~~(except that the materiality standard~~ in ~~this clause (b)~~ respect of any Receivable, such event shall not ~~apply~~ constitute an Amortization Event if (i) no action is then required to ~~any~~ be taken under Section 2.6 and (ii) a Deemed Collection in respect of such ~~representation or warranty that~~ Receivable is ~~expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)~~timely made and recorded in accordance with the terms of this Agreement. (c) The occurrence of any of the following: (i) ~~Failure~~ The failure of Seller to pay any Indebtedness when due~~; or~~ ; (ii) ~~the~~ The failure of ~~Marathon~~Provider, ~~any~~ Originator or Servicer to ~~make~~ pay any ~~payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees)~~ amount when due in respect of any Indebtedness outstanding in an aggregate ~~principal~~ amount ~~exceeding~~ in excess of $~~100,000,000~~10,000,000 (“Material Indebtedness”); (iii) The default by Provider, ~~when and as~~ Originator or Servicer in the ~~same shall~~ performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to be declared or automatically become due and ~~payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating~~ payable prior to ~~such Indebtedness~~its stated maturity; or any such Material Indebtedness of Provider, Originator or Servicer shall be declared to be due and payable prior to the date of maturity thereof; or (~~iii~~iv) With respect to the Bank Credit Agreement, (A) any ~~event~~ “Event of Default” under or in connection with the Bank Credit Agreement shall occur, or (B) any other event, circumstance or condition ~~occurs that results in~~ having the effect of permitting the termination of any financing commitments or the acceleration of any outstanding Indebtedness ~~of Marathon~~or recourse to any guaranty or collateral for any outstanding Indebtedness under the Bank Credit Agreement shall occur or exist. (d) Provider, ~~any~~ Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result or any material domestic Subsidiary of ~~the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full. (i) Any Seller Party, any Originator or Marathon~~ Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by or against Provider, Originator or any Seller ~~Party,~~ Party or any ~~Originator or Marathon~~ material domestic Subsidiary of Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property, in any such case, such proceeding~~ property or ~~petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court;~~ (iii) Provider, Originator or any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it Party or any ~~substantial part~~ material domestic Subsidiary of ~~its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon~~ Provider shall take any ~~limited liability company, limited partnership~~ corporate ~~action, as applicable,~~ action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in clauses (i~~), (ii~~) or (~~iii~~ii) above in this subsection (d). (e) ~~Seller shall fail to comply with the terms of Section 2.6 hereof. (f)~~ As at the end of any ~~calendar month:~~Accrual Period, (i) the average Loss Ratio in respect of the ~~Delinquency Ratios as of the end of such calendar month and the two preceding calendar months~~ three Accrual Periods then most recently ended shall exceed ~~1.50~~3.5%~~; or~~; (ii) the average Delinquency Ratio in respect of the ~~Default Ratios as of the end of such calendar month and the two preceding calendar months~~ three Accrual Periods then most recently ended shall exceed ~~1.00~~26%; or (iii) the average Dilution Ratio in respect of the ~~Dilution Ratios as of the end of such calendar month and the two preceding calendar months~~ three Accrual Periods then most recently ended shall exceed ~~6.00~~7.5%~~; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~. (if) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (g) (i) One or more final judgments for the payment of money ~~in excess of $10,000~~ shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~10,000,000, individually or in the aggregate, shall be entered against Provider, Originator or the Servicer ~~on claims~~ which is not covered by insurance or stayed on appeal or otherwise being appropriately contested in good faith and as to which ~~the insurance carrier has denied its responsibility~~no enforcement actions have been commenced, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (ih) Originator shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Receivables Sale Agreement (~~i) The~~ subject to any cure periods in the Receivables Sale Agreement), or the “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or ~~MPC LP~~ Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (ji) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of ~~any~~ either Seller ~~Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent)~~Party, or any ~~Seller Party, any Originator or Marathon~~ Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or ~~enforceability of this Agreement or any other Principal Transaction Document~~enforceability, or the ~~Administrative~~ Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the ~~Collection~~ Securitization Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (kj) ~~Marathon~~ Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or ~~the~~ any term or provision of Performance Undertaking shall in any material respect cease to be effective or to be the legally valid, binding and enforceable obligation of ~~Marathon~~Provider, or ~~Marathon~~ Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (lk) ~~Any Person~~ The senior implied issuer rating then assigned to Provider by Moody’s shall be ~~appointed as an Independent Manager of Seller without prior notice thereof having been given~~ B3 or less, or the long term local issuer credit rating then assigned to ~~the Administrative Agent in accordance with Section 7.l(b)(viii)~~Provider by S&P shall be B- or less. (ml) ~~Marathon shall fail~~ The Reporting Completion Date with respect to ~~comply with~~ any ~~of its financial covenants set forth in Section 6.08~~ system of the ~~Revolving Credit Agreement as in effect from time to time.~~ Originator (nother than the BAAN System and the PRMS system) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have ~~been released within fifteen (15) days; or the PBGC shall~~occurred by March 31, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days2005.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Flowserve Corp)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ia) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail (i) to make any payment or deposit required hereunder ~~(including, without limitation, a payment under Section 1.5(n)(ii))~~ when due ~~and, for any such payment or deposit which is not in respect of Capital or required under Section 2.6,~~ and such failure continues for ~~three (3)~~ two Business Days~~; (ii) Servicer shall fail to deliver any Monthly Report~~, ~~Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and~~ (ii) in the case of Servicer, to deliver any report required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a ~~Weekly Report or Daily Report~~Force Majeure Event, ~~one (1)~~ continues for two Business ~~Day; or~~ Days, (iii) ~~Any~~ to perform or observe any term, covenant or agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k) and (n), Section 7.2, Section 9.1 (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and with respect to Servicer only, Section 8.2(b), and such failure shall continue for five consecutive Business Days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party~~, any Originator~~ ’s Responsible Officer’s actual knowledge thereof or ~~Marathon shall fail~~ (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this ~~paragraph~~ subsection (a) ~~and paragraph 9.1(e~~or Section 9.1(d)) and such failure shall continue for ~~five (5)~~ twenty consecutive ~~Business Days~~days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party’s Responsible Officer’s actual knowledge thereof. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (ii) with respect to any representations, warranties, certifications or statements which do not contain a materiality qualifier, incorrect in any material respect when made or deemed ~~made (except~~ made; provided that ~~the materiality standard in this clause (b)~~ an Amortization Event shall not ~~apply~~ occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (g), (i), (j), (r), (s), (t), (u) or (w) of Section 5.1 with respect to any Receivable or Related Security if either (i) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such ~~representation~~ Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or ~~warranty that is expressly qualified by~~ (ii) the aggregate of the Investor Interests does not exceed 100% after a ~~materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)~~recalculation of the Investor Interests excluding such Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance and Seller has made the payment required by, and in accordance with, Section 2.8. (c~~) (i~~) Failure of Seller to pay any Indebtedness when due~~; or (ii) the failure of Marathon~~, giving effect to any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in fullperiods. (id) Any Seller ~~Party, any~~ Party or the Originator ~~or Marathon~~ (i) shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by or against any ~~Seller Party, any Originator or Marathon~~ such Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property, in any such case, such proceeding~~ property or ~~petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court;~~ (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such ~~proceeding, or (iv) any Seller Party, any Originator or Marathon~~ Person shall take any corporate or limited liability ~~company, limited partnership corporate action, as applicable,~~ company action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in ~~clauses (i),~~ clause (ii~~) or (iii~~) above in this subsection (d). (e) ~~Seller shall fail to comply with the terms of Section 2.6 hereof. (f)~~ As at the end of any ~~calendar month:~~ Monthly Period, (i) the average of the ~~Delinquency~~ Dilution Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~1.50%; or~~ 1.0% (ii) the average of the ~~Default~~ Delinquency Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~1.00~~3.0%~~; or~~ , or (iii) the average of the ~~Dilution~~ Loss Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~6.00~~5.0%~~; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~. (if) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (ig) A Material Adverse Effect shall occur. (h) One or more ~~final judgments~~ judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $~~10,000~~ 100,000 in the aggregate shall be entered against ~~Seller~~ Seller, and either (i) within thirty (30) days from the later of (A) the entry of any such judgment or decree or the date of any such award or settlement (as applicable) and (B) the date any payment is required to be made on or with respect to any such judgment, decree, award or settlement pursuant to the terms thereof, the same shall not have been paid, discharged or vacated, or in the case of a judgment, decree or award, stayed pending appeal, or shall not have been discharged or vacated within thirty (30) days from the entry of a final order of affirmance on appeal or (ii) ~~one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate,~~ enforcement proceedings shall be ~~entered against Servicer~~ commenced by any creditor on ~~claims not covered by insurance~~ any such judgment, decree, award or ~~as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution~~settlement. (i) (i) The “Termination Date” under and as defined in ~~the Receivables~~ either Sale Agreement shall occur under such Sale Agreement, (ii) the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Finance LLC under the First Tier Sale ~~Agreement~~ Agreement, or ~~MPC LP~~ (iii) Finance LLC shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the ~~Receivables~~ Second Tier Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction DocumentSeller, or the ~~Administrative~~ Program Agent for the benefit of the ~~Purchasers~~ Investors shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the ~~Collection Accounts~~Lock-Boxes, ~~free~~ Blocked Accounts and ~~clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens~~all agreements related thereto. (k) ~~Marathon~~ With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall ~~fail to perform or observe any term, covenant or agreement required to be performed~~ not constitute an Amortization Event if such excess shall have been cured by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent a Special Adjustment Payment made in accordance with Section ~~7.l(b)(viii~~2.2, if applicable, or otherwise by an increase in the Net Receivable Pool Balance or the Collection Account Amount or a reduction in the Aggregate Capital not later than the next following Business Day (or, if such day is not Business Day, by not later than the second following Business Day). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Colorado Interstate Gas Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any Seller Party shall fail: (i) ~~Any Seller Party, any Originator or Marathon shall fail~~ to make any payment or deposit required hereunder ~~(including, without limitation, a payment~~ or under ~~Section 1.5(n)(ii)) when due and, for~~ any ~~such payment or deposit which is not~~ other Transaction Document in respect of Capital ~~or required under Section 2.6,~~ when due and such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) Business Days; or (iii) ~~Any Seller Party, any Originator or Marathon shall fail~~ to perform or observe any term, covenant or agreement hereunder (other than as referred to in ~~clause~~ clauses (i) and (ii) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) ~~consecutive~~ Business ~~Days~~Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been materially incorrect ~~in any material respect~~ when made or deemed made (except that the materiality standard in this ~~clause~~ subsection (b) shall not apply to any such representation or warranty ~~that~~ which is ~~expressly~~ qualified by a materiality standard ~~or contains any carve-out or exception based on a Material Adverse Effect~~ by its ~~express~~ terms). (c~~) (i~~) Failure of Seller to pay any Indebtedness when ~~due;~~ due or ~~(ii)~~ the failure of ~~Marathon, any~~ the Servicer or the Originator ~~or Servicer~~ to ~~make any payment~~ pay Indebtedness when due in excess of $~~1,000,000~~ [20,000,000] in the ~~aggregate (whether of principal, interest~~ aggregate; or ~~fees)~~ the default by such Person in ~~respect~~ the performance of any ~~Indebtedness in an aggregate principal amount exceeding $100,000,000~~term, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event provision or condition ~~occurs that results~~ contained in any agreement under which any such Indebtedness was created or is governed, the effect of ~~Marathon~~which is to cause, ~~any Originator~~ or ~~any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming~~ to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its ~~scheduled~~ stated maturity; ~~provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale~~ or ~~transfer of the property or assets securing~~ any such Indebtedness of such Person shall be declared to be due and payable or ~~is voluntarily~~ required to be prepaid ~~in full~~(other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, ~~any~~ the Collection Agent, Originator or ~~Marathon~~ any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by or against any ~~Seller Party,~~ such Person or any ~~Originator or Marathon~~ of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property~~property and, in the case of any such ~~case~~proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or ~~petition shall continue undismissed~~ unstayed for ~~sixty (60) days~~ a period of 60 days, or ~~an order or decree approving or ordering~~ any of the ~~foregoing shall be entered by~~ actions sought in such ~~court;~~ proceeding (~~iii) any Seller Party~~including, ~~any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation~~without limitation, ~~winding up, reorganization, arrangement, adjustment, protection,~~ the entry of an order for relief ~~or composition of it or its debts~~against, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, ~~custodian, sequestrator, conservator~~ custodian or other similar official ~~for~~ for, it or for any substantial part of its property, ) shall occur; or (Diii) ~~file an answer admitting the material allegations of a petition filed against it in~~ any such ~~proceeding,~~ Person or ~~(iv)~~ any ~~Seller Party, any Originator or Marathon~~ of such Person's Subsidiaries shall take any ~~limited liability company, limited partnership~~ corporate ~~action, as applicable,~~ action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in clauses (i~~), (ii~~) or (~~iii~~ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section ~~2.6 hereof~~2.7 hereof (subject to the grace periods set forth therein). (f) As at of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed ~~1.50%; or~~[o]%; (iiiii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed ~~1.00%~~[o]%; or (~~iii~~iv) the average of the ~~Dilution~~ Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed ~~6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~[o]%. (ig) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments for the payment of money ~~in excess of $10,000~~ shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~10,000,000, individually or in the aggregate, shall be entered against the Servicer or the Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for ~~thirty~~ fifteen (3015) consecutive days without a stay of execution. (i) ~~(i)~~ The “"Termination Date” " under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or ~~MPC LP~~ Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent)Seller, or any ~~Seller Party, any Originator or Marathon~~ Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or ~~enforceability of this Agreement or any other Principal Transaction Document~~enforceability, or the ~~Administrative~~ Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) ~~Marathon~~ MetEd shall (i) fail to ~~perform~~ maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or ~~observe any term, covenant or agreement required~~ (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to ~~be performed by it under~~ Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest meanings set forth in ~~any manner such effectiveness, validity, binding nature or enforceability~~Exhibit XIII. (l) Any ~~Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon~~ Periodic Report delivered on or after [___], 2004 shall fail to ~~comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time~~contain all Additional Reporting Information. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Pennsylvania Power Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an amortization event (each, an “Amortization Event”:): (ia) Any ~~Seller Party, any Originator or Marathon~~ PPL Electric Party shall fail to make any payment or deposit required ~~hereunder (including, without limitation, a payment~~ to be made by it under ~~Section 1.5(n)(ii))~~ the Transaction Documents when due and, for any such payment or deposit which is not in respect of ~~Capital or required under Section 2.6~~principal, such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; or (iii) Any Seller Party, any Originator or Marathon shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation or warranty made by any ~~Seller Party,~~ PPL Electric Party in any ~~Originator or Marathon in this Agreement, any other~~ Transaction Document ~~or any amendment or modification thereof or waiver thereunder,~~ to which it is a party or in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant ~~to or in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect (or, with respect to the representations and warranties contained in Sections 5.1(a), (c), (d), (g), (j), (k) or (s) hereof, or in Sections 2.1(a), (c), (d), (g), (j), (k) or (s) of the Receivables Sale Agreement, incorrect in any material ~~respect~~ manner) when made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)made. (c) ~~(i) Failure of Seller~~ Any PPL Electric Party shall fail to ~~pay~~ perform or observe any ~~Indebtedness~~ covenant contained in Section 7.2 or Section 8.5 when due; . (d) Any PPL Electric Party shall fail to perform or ~~(ii~~observe any covenant contained in Section 7.1(a)(vii), Section 7.1(b) ~~the failure of Marathon, any Originator~~ or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, Section 8.3 and such failure shall continue ~~after~~ for ten (10) consecutive Business Days following Borrower’s receipt of notice of such failure from the ~~applicable grace period, if any, specified in the agreement~~ Agent or ~~instrument relating to~~ Borrower’s actual knowledge of such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full. (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d)failure. (e) ~~Seller~~ Any PPL Electric Party shall fail to ~~comply with~~ perform or observe any other covenant or agreement under any Transaction Document (other than those referenced in Sections 9.1(a), (c) or (d)) and such failure shall continue for ten (10) consecutive Business Days following Borrower’s receipt of notice of such failure from the ~~terms~~ Agent or for thirty (30) consecutive days following Borrower’s actual knowledge of ~~Section 2.6 hereof~~such failure. (f) Failure of Borrower to pay any Indebtedness (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) Failure by the Servicer or PPL Transition Bond Company LLC (i) to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness beyond any period of grace provided with respect thereto, or (ii) to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Material Indebtedness beyond any period of grace provided with respect thereto if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf to cause, such Indebtedness to become due prior to its stated maturity. (h) An Event of Bankruptcy shall occur with respect to any PPL Electric Party or PPL Transition Bond Company LLC. (i) As at the end of any ~~calendar month~~Calculation Period: (i) the three-month rolling average ~~of the~~ Delinquency ~~Ratios as of the end of such calendar month and the two preceding calendar months~~ Ratio shall exceed ~~1.50~~6.00%~~; or~~, (ii) the three-month rolling average ~~of the~~ Default ~~Ratios as of the end of such calendar month and the two preceding calendar months~~ Ratio shall exceed ~~1.00~~2.50%; , or (iii) the three-month rolling average ~~of the~~ Dilution ~~Ratios as of the end of such calendar month and the two preceding calendar months~~ Ratio shall exceed ~~6.00~~2.25%~~; or~~ (~~iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00. (i~~j) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (k) (i) One or more final judgments for the payment of money in ~~excess~~ an aggregate amount of $~~10,000~~ 11,625 or more shall be entered against ~~Seller~~ Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~20,000,000, individually or in the aggregate, shall be entered against the Servicer ~~on claims not covered by insurance~~ or ~~as to which the insurance carrier has denied its responsibility,~~ PPL Transition Bond Company LLC and such judgment shall ~~continue unsatisfied and in effect~~ not be paid, bonded or otherwise discharged for ~~thirty~~ sixty (3060) consecutive days ~~without a stay of execution~~unless such judgment is stayed on appeal or otherwise being appropriately contested in good faith. (~~i) (i~~l) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or ~~MPC LP~~ Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to ~~Seller~~ Borrower under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (jm) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent)Borrower, or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability~~. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to~~ , or the ~~Administrative~~ Agent ~~in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08~~ for the benefit of the ~~Revolving Credit Agreement as~~ Lenders shall cease to have a valid and perfected first priority security interest in ~~effect from time to time~~the Collateral. (n) ~~An ERISA Event~~ On any day, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Obligations in accordance with this Agreement, the Aggregate Principal shall exceed the Borrowing Limit and if such day is not a Settlement Date, such condition shall have ~~occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect~~been continuing for five (5) consecutive Business Days. (o) [reserved]. (p) The Internal Revenue Service shall file notice of a lien pursuant to Section ~~430 or Section 6321~~ 6323 of the Tax Code with regard to any of the ~~assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000~~ Collateral and such lien shall not have been released within ~~fifteen~~ seven (157) days; , or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section ~~303 or Section~~ 4068 of ERISA with regard to any of the ~~assets~~ Collateral. (q) Any member of ~~any Seller Party in~~ the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $~~5,000,000~~ 25,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could reasonably be expected to cause one or more members of the ERISA Group to incur a current payment obligation in excess of $25,000,000. (r) Any event shall occur which (i) materially and ~~such lien~~ adversely impairs the ability of Originator to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to Borrower on the date of this Agreement or (ii) has, or could be reasonably expected to have a Material Adverse Effect (other than as defined in clause (i) of the definition thereof). (s) The PUC shall ~~not have been released within fifteen (15) days~~exercise its sequestration powers under the Competition Act with respect to Originator or the Collections.

Appears in 1 contract

Sources: Credit and Security Agreement (PPL Electric Utilities Corp)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “"Amortization Event”": (a) Any Seller Party shall fail: (i) ~~Any Seller Party, any Originator or Marathon shall fail~~ to make any payment or deposit required hereunder ~~(including, without limitation, a payment under Section 1.5(n)(ii))~~ when due and, for any such payment or deposit which is not in respect of ~~Capital or required under Section 2.6~~Capital, such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business ~~Days and (ii) in the case of a Weekly Report~~ Days, or ~~Daily Report, one (1) Business Day; or (iii) Any Seller Party, any Originator or Marathon shall fail~~ to perform or observe any term, covenant or agreement set forth in Section 7.1(a), (b), (c)(ii)(A), (j), (n) or (o) or Section 7.2, and, with respect to Servicer only, Section 8.2(b) and Section 8.5, (ii) to perform or observe any term, covenant or agreement set forth in Section 7.1(d), (g), (h) or (i) and such failure shall continue for five (5) consecutive Business Days after the earlier of (A) any Seller Party obtains knowledge thereof or (B) the Agent delivers written notice thereof, (iii) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in ~~clause~~ clauses (i) and (ii) of this ~~paragraph~~ subsection (a) and ~~paragraph~~ Section 9.1(e)) or any other Transaction Document and such failure shall continue for ~~five~~ thirty (530) consecutive ~~Business Days.~~days after the earlier of (A) any Seller Party obtains knowledge thereof or (B) the Agent delivers written notice thereof, (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been ~~incorrect in any material respect when~~ materially false on the date as of which made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)made. (c~~) (i~~) Failure of Seller to pay any Indebtedness when ~~due;~~ due or ~~(ii)~~ the failure of ~~Marathon,~~ any ~~Originator~~ other Seller Party (or ~~Servicer~~ PSE at any time when PSE is not acting as Servicer) to ~~make any payment~~ pay Indebtedness when due in excess of $~~1,000,000~~ 25,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtednessaggregate; or ~~(iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or~~ the default by any Seller Party (or PSE at any time when PSE is not acting as Servicer) in ~~an aggregate principal amount exceeding $100,000,000 becoming~~ the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its ~~scheduled~~ stated maturity; ~~provided, that this clause~~ or any such Indebtedness of any Seller Party (~~iii~~or PSE at any time when PSE is not acting as Servicer) shall ~~not apply~~ be declared to ~~secured Indebtedness that becomes~~ be due as and payable or required to be prepaid (other than by a ~~result~~ regularly scheduled payment) prior to the date of ~~the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full~~maturity thereof. (i) Any Seller ~~Party,~~ Party (or PSE at any ~~Originator~~ time when PSE is not acting as Servicer) or ~~Marathon~~ any of its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by or against any Seller ~~Party,~~ Party (or PSE at any ~~Originator~~ time when PSE is not acting as Servicer) or ~~Marathon~~ any of its Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property, in any such case, such proceeding~~ property or ~~petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court;~~ (iii) any Seller ~~Party,~~ Party (or PSE at any ~~Originator~~ time when PSE is not acting as Servicer) or ~~Marathon shall (A) voluntarily commence~~ any ~~proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part~~ of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon Significant Subsidiaries shall take any ~~limited liability company, limited partnership~~ corporate ~~action, as applicable,~~ action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in clauses (i~~), (ii~~) or (~~iii~~ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.6 hereof. (f) As of the last day of any fiscal quarter of PSE, the aggregate outstanding principal amount of all Consolidated Indebtedness exceeds 65% of Total Capitalization as of the last day of such fiscal quarter. (g) As of the last day of any fiscal quarter of PSE for the period of four consecutive fiscal quarters of PSE ending on such day, the ratio of (i) EBIT for such period to (ii) consolidated interest expense of PSE and its Subsidiaries for such period shall be less than (a) 1.75 to 1.0 for the fiscal quarter ending December 31, 2002 and (b) 2.0 to 1.0 thereafter. (h) As at the end of any calendar month:, (a) the three month average Dilution Ratio shall exceed 1.50%, (b) the three month average Default Ratio shall exceed 7.00%, (c) the three month average Past Due Ratio shall exceed 4.50%, or (d) the three month average Days Sales Outstanding Ratio shall exceed 60 days. (i) the ~~average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months~~ Report Completion Date shall exceed 1.50%; or (ii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 1.00%; or (iii) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00fail to occur on or before April 30, 2003. (ij) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments for the payment of money ~~in excess of $10,000~~ shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~25,000,000, individually or in the aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for ~~thirty (30) consecutive~~ 60 days without a stay of execution. (i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Puget Sound Energy Inc)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any of the Seller Parties or Performance Guarantor shall fail (i) ~~Any Seller Party, any Originator or Marathon shall fail~~ to make any payment or deposit required ~~hereunder (including, without limitation, a payment~~ to be made by it under ~~Section 1.5(n)(ii))~~ the Transaction Documents when due and, for any such payment or deposit which is not in respect of ~~Capital or required under Section 2.6~~any portion of the Aggregate Invested Amount, such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day~~; or~~ , or (~~iii~~ii) ~~Any Seller Party, any Originator or Marathon shall fail~~ to perform or observe any ~~term,~~ other covenant or agreement ~~hereunder~~ under any Transaction Documents (other than as ~~referred to~~ described in clause (i) ~~of this~~ above or paragraph (ac) ~~and paragraph 9.1(e)~~below) and such failure shall continue for ~~five~~ ten (510) consecutive Business Days. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by Performance Guarantor or any of the Seller ~~Party, any Originator or Marathon~~ Parties in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect ~~in any material respect~~ when made or deemed ~~made~~ made; provided, that no such event shall constitute an Amortization Event unless such event is unremedied for a period of ten (~~except~~ 10) days after the earlier to occur of (i) written notice thereof shall have been given by the Agent to such Seller Party or (ii) an Authorized Officer of such Seller Party shall have actual knowledge thereof or should have had knowledge thereof if such Authorized Officer had exercised reasonable care in the performance of his or her duties; provided, further, that ~~the materiality standard in this clause (b)~~ no grace period shall ~~not~~ apply to ~~any~~ Section 5.1(f), 5.1(i), 5.1(j), 5.1(n), 5.1(p), 5.1(u) or 5.1(v); and provided, further, no such ~~representation or warranty that is expressly qualified by~~ event shall constitute an Amortization Event if the Seller shall have timely paid to the Agent the Deemed Collection required to be paid as a ~~materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms~~result of such event in accordance with Section 1.4(a). (c) Any of the Seller Parties shall fail to perform or observe any covenant contained in Section 7.1(h)(ii), Section 7.2 or Section 8.5. (id) Failure of the Seller to pay any Indebtedness (other than the Aggregate Unpaids) when ~~due~~due or the default by the Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed; or ~~(ii)~~ any such Indebtedness of the ~~failure of Marathon, any Originator or Servicer~~ Seller shall be declared to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become be due and ~~payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement~~ payable or ~~instrument relating~~ required to ~~such Indebtedness; or~~ be prepaid (~~iii~~other than by a regularly scheduled payment) ~~any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due~~ prior to ~~its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result~~ the date of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full. (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d)maturity thereof. (e) Failure of Performance Guarantor or Vitro America or any of their respective Subsidiaries other than the Seller to pay Indebtedness in excess of $10,000,000 in the case of the Performance Guarantor or any of its Subsidiaries or $1,000,000 in the case of Vitro America or any of its Subsidiaries in aggregate principal amount (in each case, hereinafter, "Material Indebtedness") when due (after giving effect to any applicable grace periods with respect thereto); or the default by Performance Guarantor, Vitro America or any of its Subsidiaries other than the Seller in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed if the effect of such default is to cause, or to permit the holder of such Material Indebtedness to cause such Material Indebtedness to become due and payable prior to the date of maturity thereof; or any Material Indebtedness of Performance Guarantor, Vitro America or any of their respective Subsidiaries other than the Seller shall ~~fail~~ be declared to ~~comply with~~ be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the ~~terms~~ date of ~~Section 2.6 hereof~~maturity thereof. (f) An Event of Bankruptcy shall occur with respect to Performance Guarantor, any Seller Party or any of their respective Subsidiaries. (g) As at the end of any ~~calendar month~~Calculation Period: (i) the three-month rolling average ~~of the~~ Delinquency ~~Ratios as of the end of such calendar month and the two preceding calendar months~~ Ratio shall exceed ~~1.50~~4.00%~~; or~~, (ii) the three-month rolling average ~~of the~~ Default ~~Ratios as of the end of such calendar month and the two preceding calendar months~~ Ratio shall exceed ~~1.00~~4.75%~~; or~~, (iii) the three-month rolling average ~~of the~~ Dilution ~~Ratios as of the end of such calendar month and the two preceding calendar months~~ Ratio shall exceed ~~6.00~~4.00%~~; or~~, (iv) the ~~average of~~ Loss-to-Liquidation Ratio for the ~~Turnover Ratios as of the end of such calendar month and the two preceding calendar months~~ most recently completed Calculation Period shall exceed ~~20.00~~4.00%, or (v) the three-month rolling average Turnover Ratio shall exceed 70 days. (ih) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) (i) One or more final judgments for the payment of money in ~~excess~~ an aggregate amount of $~~10,000~~ 10,750 or more shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~10,000,000 in the case of the Performance Guarantor or any of its Subsidiaries or in excess of $1,000,000 in the case of Vitro America or any of its Subsidiaries, individually or in the aggregate, shall be entered against ~~Servicer~~ Performance Guarantor, Vitro America or any of their respective Subsidiaries (other than the Seller) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for ~~thirty~~ forty-five (3045) consecutive days without a stay of execution. (i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Vitro Sa De Cv)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any Seller Party shall fail: (i) ~~Any Seller Party, any Originator or Marathon shall fail~~ to make any payment or deposit required hereunder ~~(including, without limitation, a payment~~ or under ~~Section 1.5(n)(ii)) when due and, for~~ any ~~such payment or deposit which is not~~ other Transaction Document in respect of Capital ~~or required under Section 2.6,~~ when due and such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) Business Days; or (iii) ~~Any Seller Party, any Originator or Marathon shall fail~~ to perform or observe any term, covenant or agreement hereunder (other than as referred to in ~~clause~~ clauses (i) and (ii) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) ~~consecutive~~ Business ~~Days~~Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been materially incorrect ~~in any material respect~~ when made or deemed made (except that the materiality standard in this ~~clause~~ subsection (b) shall not apply to any such representation or warranty ~~that~~ which is ~~expressly~~ qualified by a materiality standard ~~or contains any carve-out or exception based on a Material Adverse Effect~~ by its ~~express~~ terms). (c~~) (i~~) Failure of Seller to pay any Indebtedness when ~~due;~~ due or ~~(ii)~~ the failure of ~~Marathon, any~~ the Servicer or the Originator ~~or Servicer~~ to ~~make any payment~~ pay Indebtedness when due in excess of $~~1,000,000~~ [20,000,000] in the ~~aggregate (whether of principal, interest~~ aggregate; or ~~fees)~~ the default by such Person in ~~respect~~ the performance of any ~~Indebtedness in an aggregate principal amount exceeding $100,000,000~~term, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event provision or condition ~~occurs that results~~ contained in any agreement under which any such Indebtedness was created or is governed, the effect of ~~Marathon~~which is to cause, ~~any Originator~~ or ~~any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming~~ to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its ~~scheduled~~ stated maturity; ~~provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale~~ or ~~transfer of the property or assets securing~~ any such Indebtedness of such Person shall be declared to be due and payable or ~~is voluntarily~~ required to be prepaid ~~in full~~(other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, ~~any~~ the Collection Agent, Originator or ~~Marathon~~ any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by or against any ~~Seller Party,~~ such Person or any ~~Originator or Marathon~~ of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property~~property and, in the case of any such ~~case~~proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or ~~petition shall continue undismissed~~ unstayed for ~~sixty (60) days~~ a period of 60 days, or ~~an order or decree approving or ordering~~ any of the ~~foregoing shall be entered by~~ actions sought in such ~~court;~~ proceeding (~~iii) any Seller Party~~including, ~~any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation~~without limitation, ~~winding up, reorganization, arrangement, adjustment, protection,~~ the entry of an order for relief ~~or composition of it or its debts~~against, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, ~~custodian, sequestrator, conservator~~ custodian or other similar official ~~for~~ for, it or for any substantial part of its property, ) shall occur; or (Diii) ~~file an answer admitting the material allegations of a petition filed against it in~~ any such ~~proceeding,~~ Person or ~~(iv)~~ any ~~Seller Party, any Originator or Marathon~~ of such Person's Subsidiaries shall take any ~~limited liability company, limited partnership~~ corporate ~~action, as applicable,~~ action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in clauses (i~~), (ii~~) or (~~iii~~ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section ~~2.6 hereof~~2.7 hereof (subject to the grace periods set forth therein). (f) As at of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed ~~1.50%; or~~[o]%; (iiiii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed ~~1.00%~~[o]%; or (~~iii~~iv) the average of the ~~Dilution~~ Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed ~~6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~[o]%. (ig) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments for the payment of money ~~in excess of $10,000~~ shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~10,000,000, individually or in the aggregate, shall be entered against the Servicer or the Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for ~~thirty~~ fifteen (3015) consecutive days without a stay of execution. (i) ~~(i)~~ The “"Termination Date” " under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or ~~MPC LP~~ Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent)Seller, or any ~~Seller Party, any Originator or Marathon~~ Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or ~~enforceability of this Agreement or any other Principal Transaction Document~~enforceability, or the ~~Administrative~~ Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) ~~Marathon~~ Penelec shall (i) fail to ~~perform~~ maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or ~~observe any term, covenant or agreement required~~ (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to ~~be performed by it under~~ Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest meanings set forth in ~~any manner such effectiveness, validity, binding nature or enforceability~~Exhibit XIII. (l) Any ~~Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon~~ Periodic Report delivered on or after [___], 2004 shall fail to ~~comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time~~contain all Additional Reporting Information. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Metropolitan Edison Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (i) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail to make any payment or deposit of Capital required ~~hereunder~~ to be paid to the Administrative Agent or the Liberty Street Administrator for the benefit of any Purchaser under this Agreementany Transaction Document and such failure under this clause (~~including, without limitation, a payment under Section 1.5(n)(ii)~~i) continues for one (1) Business Day after the date when ~~due and, for~~ the same was required to be made; or (ii) any ~~such~~ Seller Party shall fail to make any payment or deposit of any other amount required to be paid to a Purchaser, the Administrative Agent, the Liberty Street Administrator or an Indemnified Party under this Agreement or any other Transaction Document to which it is ~~not in respect of Capital or required under Section 2.6,~~ a party and such failure ~~continues for three (3) Business Days;~~ under this clause (ii) ~~Servicer~~ continues for two (2) Business Days after the date when the same was required to be made. (b) Any Seller Party shall fail to ~~deliver~~ perform or observe any ~~Monthly Report~~covenant contained in any provision of Section 5.1(b)(vi), ~~Weekly Report~~ Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or ~~Daily Report as and when required hereunder and such failure shall remain unremedied for~~ Section 6.6 (and, (i) in the case of ~~a Monthly Report~~Section 6.6 only, such failure continues for two (2) Business Days after the date when the same was required to be performed and (ii) in the case of ~~a Weekly Report or Daily Report~~Section 5.1(b)(vi) and Section 5.1(i)(vi) only, ~~one~~ such failure continues for ten (110) Business ~~Day; or~~Days after the date when the same was required to be performed). (~~iii~~c) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail to perform or observe any ~~term~~other covenant, ~~covenant~~ agreement or ~~agreement~~ other obligation hereunder (other than as referred to in ~~clause (i)~~ another paragraph of this ~~paragraph (a~~Section 7.1) ~~and paragraph 9.1(e))~~ or any other Transaction Document to which it is a party and such failure shall continue for ~~five~~ thirty (530) consecutive Business ~~Days~~Days following the earlier to occur of (i) notice from the Administrative Agent, the Liberty Street Administrator or any Purchaser of such non-performance or non-observance, or (ii) the date on which an Authorized Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance. (bd) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ required to be delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect ~~in any material respect~~ when made or deemed made ~~(except~~ in any material respect; provided that the materiality ~~standard~~ threshold in this ~~clause (b)~~ subsection shall not ~~apply~~ be applicable with respect to any ~~such~~ representation or warranty ~~that is expressly qualified by~~ which itself contains a materiality ~~standard~~ threshold; provided further that in the case of Section 3.1(v) only, such failure continues for one (1) Business Day after the date when the representation, warranty, certification or ~~contains any carve-out or exception based on a Material Adverse Effect by its express terms)~~statement was required to be made. (ce) On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, an Investment Excess shall exist and be continuing for one (1) Business Day after such Settlement Date. (i) ~~Failure of~~ Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when ~~due; or (ii)~~ the ~~failure of Marathon, any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate~~ same becomes due and payable (whether ~~of principal~~by scheduled maturity, ~~interest~~ required prepayment, acceleration, demand or ~~fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable~~otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or ~~(iii)~~ any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition ~~occurs that results~~ is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall be required to be made, in ~~any Indebtedness of Marathon,~~ each case prior to the stated maturity thereof; or (ii) Performance Guarantor or any Originator shall fail to pay any principal of or premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or any ~~Seller Party~~ other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an ~~aggregate principal amount exceeding $100,000,000 becoming due~~ offer to repay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to ~~its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of~~ the ~~voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full~~stated maturity thereof. (i) Any Seller Party, any Originator or ~~Marathon~~ any other Material Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; ; (ii) any ~~involuntary~~ proceeding shall be instituted by ~~or against any~~ Seller ~~Party, any Originator or Marathon~~ seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its property~~, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court;~~ ; (iii) any proceeding shall be instituted against Seller ~~Party~~seeking to adjudicate it bankrupt or insolvent, ~~any Originator~~ or ~~Marathon shall (A) voluntarily commence any proceeding or file any petition~~ seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, ~~(B) consent to~~ or seeking the ~~institution of,~~ entry of an order for relief or ~~fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to~~ the appointment of a receiver, ~~trustee~~trustee or other similar official for it or any substantial part of its property and, ~~custodian~~unless such proceeding is consented to or acquiesced in by Seller, ~~sequestrator~~such proceeding of the type described in this clause (iii) remains undismissed, ~~conservator~~ unvacated or unstayed for a period of sixty (60) days; (iv) (A) any proceeding shall be instituted by Performance Guarantor, Servicer, any Originator or any Material Subsidiary (other than Seller) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (DB) ~~file~~ any proceeding shall be instituted against any Performance Guarantor, Servicer, any Originator or any Material Subsidiary (other than Seller) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an ~~answer admitting~~ order for relief or the ~~material allegations~~ appointment of a ~~petition filed against~~ receiver, trustee or other similar official for it or any substantial part of its property and, unless such proceeding is consented to or acquiesced in ~~any~~ by Performance Guarantor, Servicer, such ~~proceeding~~Originator or such Material Subsidiary, such proceeding of the type described in this clause (B) remains undismissed, unvacated or unstayed for a period of sixty (iv60) ~~any~~ days; or (v) Any Seller Party, any Originator or ~~Marathon~~ any Material Subsidiary shall take any ~~limited liability company, limited partnership~~ corporate ~~action, as applicable,~~ action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in clauses (i), (ii) or (~~iii~~iv) above in this subsection (dg). (~~e) Seller shall fail to comply with the terms of Section 2.6 hereof. (f~~h) As at the end of any calendar month: (i) the average of the Delinquency Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.50~~5.00%~~; or~~; (ii) the average of the Default Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.00~~4.00%; or (iii) the average of the Dilution Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~6.00~~8.00%~~; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~. (i) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (j) (i) One or more final judgments for the payment of money in an amount in excess of $~~10,000~~ 14,425, individually or in the aggregate, shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~10,000,000, individually or in the aggregate, shall be entered against Performance Guarantor, Servicer or any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (ik) Either (i) ~~The~~ the “Termination Date” under and as defined in the ~~Receivables~~ Sale Agreement shall occur ~~under the Receivables Sale Agreement~~ with respect to any Material Originator or ~~MPC LP~~ (ii) any Material Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the ~~Receivables~~ Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (jl) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder. (m) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent)Seller, or any ~~Seller Party, any~~ Originator ~~or Marathon~~ shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or ~~enforceability of this Agreement or any other Principal Transaction Document~~enforceability, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the ~~Collection~~ Lock-Box Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n~~) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o~~) The Internal Revenue Service shall file notice of a lien pursuant to Section ~~430 or Section 6321~~ 6323 of the Tax Code with regard to any of the ~~assets of any Seller Party~~ Receivables or ~~any of the Receivables,~~ Related Security ~~or Collections in an amount in excess of $5,000,000~~ and such lien shall not have been released within ~~fifteen~~ ten (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.10)

Appears in 1 contract

Sources: Receivables Purchase Agreement (Commercial Metals Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ia) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail to make any payment or deposit of Capital required ~~hereunder~~ to be paid or deposited for the benefit of any Investor Party under any Transaction Document and such failure under this clause (~~including, without limitation, a payment under Section 1.5(n)(ii)~~i) continues for one (1) Business Day after the date when ~~due and, for~~ the same was required to be made; or (ii) any ~~such~~ Seller Party shall fail to make any payment or deposit of any other amount required to be paid to or for the benefit of any Investor Party or Indemnified Party under this Agreement or any other Transaction Document to which it is ~~not in respect of Capital or required under Section 2.6,~~ a party and such failure ~~continues for three (3) Business Days;~~ under this clause (ii) ~~Servicer~~ continues for two (2) Business Days after the date when the same was required to be made. (b) Any Seller Party shall fail to ~~deliver~~ perform or observe any ~~Monthly Report~~covenant contained in any provision of Section 5.1(b)(vi), ~~Weekly Report~~ Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or ~~Daily Report as and when required hereunder and such failure shall remain unremedied for~~ Section 6.6 (and, (i) in the case of ~~a Monthly Report~~Section 6.6 only, such failure continues for two (2) Business Days after the date when the same was required to be performed and (ii) in the case of ~~a Weekly Report or Daily Report~~Section 5.1(b)(vi) and Section 5.1(i)(vi) only, ~~one~~ such failure continues for ten (110) Business ~~Day; or~~Days after the date when the same was required to be performed). (~~iii~~c) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail to perform or observe any ~~term~~other covenant, ~~covenant~~ agreement or ~~agreement~~ other obligation hereunder (other than as referred to in ~~clause (i)~~ another paragraph of this ~~paragraph (a~~Section 7.1) ~~and paragraph 9.1(e))~~ or any other Transaction Document to which it is a party and such failure shall continue for ~~five~~ thirty (530) consecutive Business ~~Days~~Days following the earlier to occur of (i) notice from any Investor Party of such non-performance or non-observance, or (ii) the date on which an Authorized Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance. (bd) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ required to be delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect ~~in any material respect~~ when made or deemed made ~~(except~~ in any material respect; provided that the materiality ~~standard~~ threshold in this ~~clause (b)~~ subsection shall not ~~apply~~ be applicable with respect to any ~~such~~ representation or warranty ~~that is expressly qualified by~~ which itself contains a materiality ~~standard~~ threshold; provided further that in the case of Section 3.1(v) only, such failure continues for one (1) Business Day after the date when the representation, warranty, certification or ~~contains any carve-out or exception based on a Material Adverse Effect by its express terms)~~statement was required to be made. (ce) On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, an Investment Excess shall exist and be continuing for one (i1) ~~Failure of~~ Business Day after such Settlement Date. [Intentionally Reserved]. (f) The Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when ~~due; or (ii)~~ the ~~failure of Marathon, any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate~~ same becomes due and payable (whether ~~of principal~~by scheduled maturity, ~~interest~~ required prepayment, acceleration, demand or ~~fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable~~otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or ~~(iii)~~ any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition ~~occurs that results~~ is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall be required to be made, in ~~any Indebtedness of Marathon,~~ each case prior to the stated maturity thereof; or (i) Performance Guarantor or any Originator shall fail to pay any principal of or premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or any ~~Seller Party~~ other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an ~~aggregate principal amount exceeding $100,000,000 becoming due~~ offer to repay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to ~~its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of~~ the ~~voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full~~stated maturity thereof. (ig) Any Seller Party, any Originator or ~~Marathon~~ any other Material Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; ; (iii) any ~~involuntary~~ proceeding shall be instituted by ~~or against any~~ the Seller ~~Party, any Originator or Marathon~~ seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its property~~, in~~ ; (ii) any ~~such case, such~~ proceeding ~~or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing~~ shall be ~~entered by such court; (iii) any~~ instituted against the Seller ~~Party~~seeking to adjudicate it bankrupt or insolvent, ~~any Originator~~ or ~~Marathon shall (A) voluntarily commence any proceeding or file any petition~~ seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, ~~(B) consent to~~ or seeking the ~~institution of,~~ entry of an order for relief or ~~fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to~~ the appointment of a receiver, ~~trustee~~trustee or other similar official for it or any substantial part of its property and, ~~custodian~~unless such proceeding is consented to or acquiesced in by the Seller, ~~sequestrator~~such proceeding of the type described in this clause (iii) remains undismissed, ~~conservator~~ unvacated or unstayed for a period of sixty (60) days; (iii) (A) any proceeding shall be instituted by Performance Guarantor, Servicer, any Originator or any Material Subsidiary (other than the Seller) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (DB) ~~file~~ any proceeding shall be instituted against any Performance Guarantor, Servicer, any Originator or any Material Subsidiary (other than the Seller) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an ~~answer admitting~~ order for relief or the ~~material allegations~~ appointment of a ~~petition filed against~~ receiver, trustee or other similar official for it or any substantial part of its property and, unless such proceeding is consented to or acquiesced in ~~any~~ by Performance Guarantor, Servicer, such ~~proceeding~~Originator or such Material Subsidiary, such proceeding of the type described in this clause (B) remains undismissed, unvacated or unstayed for a period of sixty (60) days; or (iv) ~~any~~ Any Seller Party, any Originator or ~~Marathon~~ any Material Subsidiary shall take any ~~limited liability company, limited partnership~~ corporate ~~action, as applicable,~~ action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in clauses (i), (ii) or (~~iii~~iv) above in this subsection (dg). (~~e) Seller shall fail to comply with the terms of Section 2.6 hereof. (f~~h) As at the end of any calendar month: (i) the average of the Delinquency Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.50~~5.00%~~; or~~; (ii) the average of the Default Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~1.00~~4.00%; or (iii) the average of the Dilution Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three months then most recently ended shall exceed ~~6.00~~8.00%~~; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~. (i) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (i) One or more final judgments for the payment of money in excess of $10,000 shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate, shall be entered against Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) (i) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or MPC LP shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Commercial Metals Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “amortization event (each, an "Amortization Event”:"): (ia) Any ~~Seller Party, any Originator or Marathon~~ PPL Electric Party shall fail to make any payment or deposit required ~~hereunder (including, without limitation, a payment~~ to be made by it under ~~Section 1.5(n)(ii))~~ the Transaction Documents when due and, for any such payment or deposit which is not in respect of ~~Capital or required under Section 2.6~~principal, such failure continues for three (3) Business Days; (ii) Servicer shall fail to deliver any Monthly Report, Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and (ii) in the case of a Weekly Report or Daily Report, one (1) Business Day; or (iii) Any Seller Party, any Originator or Marathon shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation or warranty made by any ~~Seller Party,~~ PPL Electric Party in any ~~Originator or Marathon in this Agreement, any other~~ Transaction Document ~~or any amendment or modification thereof or waiver thereunder,~~ to which it is a party or in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant ~~to or in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect (or, with respect to the representations and warranties contained in Sections 5.1(a), (c), (d), (g), (j), (k) or (s) hereof, or in Sections 2.1(a), (c), (d), (g), (j), (k) or (s) of the Receivables Sale Agreement, incorrect in any material ~~respect~~ manner) when made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)made. (c) ~~(i) Failure of Seller~~ Any PPL Electric Party shall fail to ~~pay~~ perform or observe any ~~Indebtedness~~ covenant contained in Section 7.2 or Section 8.5 when due; . (d) Any PPL Electric Party shall fail to perform or ~~(ii~~observe any covenant contained in Section 7.1(a)(vii), Section 7.1(b) ~~the failure of Marathon, any Originator~~ or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, Section 8.3 and such failure shall continue ~~after~~ for ten (10) consecutive Business Days following Borrower's receipt of notice of such failure from the ~~applicable grace period, if any, specified in the agreement~~ Agent or ~~instrument relating to~~ Borrower's actual knowledge of such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in full. (i) Any Seller Party, any Originator or Marathon shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; (ii) any involuntary proceeding shall be instituted by or against any Seller Party, any Originator or Marathon seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court; (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) any Seller Party, any Originator or Marathon shall take any limited liability company, limited partnership corporate action, as applicable, to authorize or for the purpose of effecting any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (d)failure. (e) ~~Seller~~ Any PPL Electric Party shall fail to ~~comply with~~ perform or observe any other covenant or agreement under any Transaction Document (other than those referenced in Sections 9.1(a), (c) or (d)) and such failure shall continue for ten (10) consecutive Business Days following Borrower's receipt of notice of such failure from the ~~terms~~ Agent or for thirty (30) consecutive days following Borrower's actual knowledge of ~~Section 2.6 hereof~~such failure. (f) Failure of Borrower to pay any Indebtedness (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) Failure by the Servicer or PPL Transition Bond Company LLC (i) to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness beyond any period of grace provided with respect thereto, or (ii) to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Material Indebtedness beyond any period of grace provided with respect thereto if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf to cause, such Indebtedness to become due prior to its stated maturity (h) An Event of Bankruptcy shall occur with respect to any PPL Electric Party or PPL Transition Bond Company LLC. (i) As at the end of any ~~calendar month~~Calculation Period: (i) the three-month rolling average ~~of the~~ Delinquency ~~Ratios as of the end of such calendar month and the two preceding calendar months~~ Ratio shall exceed ~~1.50~~6.00%~~; or~~, (ii) the three-month rolling average ~~of the~~ Default ~~Ratios as of the end of such calendar month and the two preceding calendar months~~ Ratio shall exceed ~~1.00~~1.75%; , or (iii) the three-month rolling average ~~of the~~ Dilution ~~Ratios as of the end of such calendar month and the two preceding calendar months~~ Ratio shall exceed ~~6.00~~2.25%~~; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~. (ij) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (ik) One or more final judgments for the payment of money in ~~excess~~ an aggregate amount of $~~10,000~~ 11,625 or more shall be entered against ~~Seller~~ Borrower or ~~(ii)~~ one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~20,000,000, individually or in the aggregate, shall be entered against the Servicer ~~on claims not covered by insurance~~ or ~~as to which the insurance carrier has denied its responsibility,~~ PPL Transition Bond Company LLC and such judgment shall ~~continue unsatisfied and in effect~~ not be paid, bonded or otherwise discharged for ~~thirty~~ sixty (3060) consecutive days ~~without a stay of execution~~unless such judgment is stayed on appeal or otherwise being appropriately contested in good faith. (~~i) (i~~l) The “"Termination Date” " under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or ~~MPC LP~~ Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to ~~Seller~~ Borrower under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (jm) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent)Borrower, or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability~~. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to~~ , or the ~~Administrative~~ Agent ~~in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08~~ for the benefit of the ~~Revolving Credit Agreement as~~ Lenders shall cease to have a valid and perfected first priority security interest in ~~effect from time to time~~the Collateral. (n) ~~An ERISA Event~~ On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Obligations in accordance with this Agreement, the Aggregate Principal shall ~~have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect~~exceed the Borrowing Limit. (o) [reserved]. (p) The Internal Revenue Service shall file notice of a lien pursuant to Section ~~430 or Section 6321~~ 6323 of the Tax Code with regard to any of the ~~assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000~~ Collateral and such lien shall not have been released within ~~fifteen~~ seven (157) days; , or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section ~~303 or Section~~ 4068 of ERISA with regard to any of the ~~assets~~ Collateral. (q) Any member of ~~any Seller Party in~~ the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $~~5,000,000~~ 25,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could reasonably be expected to cause one or more members of the ERISA Group to incur a current payment obligation in excess of $25,000,000. (r) Any event shall occur which materially and ~~such lien~~ adversely impairs the ability of Originator to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to Borrower on the date of this Agreement or has, or could be reasonably expected to have a Material Adverse Effect (other than as defined in clause (i) of the definition thereof). (s) The PUC shall ~~not have been released within fifteen (15) days~~exercise its sequestration powers under the Competition Act with respect to Originator or the Collections.

Appears in 1 contract

Sources: Credit and Security Agreement (PPL Electric Utilities Corp)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ia) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail (i) to make any payment or deposit required hereunder ~~(including, without limitation, a payment under Section 1.5(n)(ii))~~ when due ~~and, for any such payment or deposit which is not in respect of Capital or required under Section 2.6,~~ and such failure continues for ~~three (3)~~ two Business Days~~; (ii) Servicer shall fail to deliver any Monthly Report~~, ~~Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and~~ (ii) in the case of Servicer, to deliver any report required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a ~~Weekly Report or Daily Report~~Force Majeure Event, ~~one (1)~~ continues for two Business ~~Day; or~~ Days, (iii) ~~Any~~ to perform or observe any term, covenant or agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k) and (n), Section 7.2, Section 9.1 (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and with respect to Servicer only, Section 8.2(b), and such failure shall continue for five consecutive Business Days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party~~, any Originator~~ ’s Responsible Officer’s actual knowledge thereof or ~~Marathon shall fail~~ (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this ~~paragraph~~ subsection (a) ~~and paragraph 9.1(e~~or Section 9.1(d)) and such failure shall continue for ~~five (5)~~ twenty consecutive ~~Business Days~~days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party’s Responsible Officer’s actual knowledge thereof. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (ii) with respect to any representations, warranties, certifications or statements which do not contain a materiality qualifier, incorrect in any material respect when made or deemed ~~made (except~~ made; provided that ~~the materiality standard in this clause (b)~~ an Amortization Event shall not ~~apply~~ occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (g), (i), (j), (r), (s), (t), (u) or (w) of Section 5.1 with respect to any Receivable or Related Security if either (i) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such ~~representation~~ Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or ~~warranty that is expressly qualified by~~ (ii) the aggregate of the Investor Interests does not exceed 100% after a ~~materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)~~recalculation of the Investor Interests excluding such Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance and Seller has made the payment required by, and in accordance with, Section 2.8. (c~~) (i~~) Failure of Seller to pay any Indebtedness when due~~; or (ii) the failure of Marathon~~, giving effect to any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in fullperiods. (id) Any Seller ~~Party, any~~ Party or the Originator ~~or Marathon~~ (i) shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by or against any ~~Seller Party, any Originator or Marathon~~ such Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property, in any such case, such proceeding~~ property or ~~petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court;~~ (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such ~~proceeding, or (iv) any Seller Party, any Originator or Marathon~~ Person shall take any corporate or limited liability ~~company, limited partnership corporate action, as applicable,~~ company action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in ~~clauses (i),~~ clause (ii~~) or (iii~~) above in this subsection (d). (e) ~~Seller shall fail to comply with the terms of Section 2.6 hereof. (f)~~ As at the end of any ~~calendar month:~~ Monthly Period, (i) the average of the ~~Delinquency~~ Dilution Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~1.50%; or~~ 0.50% (ii) the average of the ~~Default~~ Delinquency Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~1.00~~6.75%~~; or~~ , or (iii) the average of the ~~Dilution~~ Loss Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~6.00~~4.00%~~; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~. (if) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (ig) A Material Adverse Effect shall occur. (h) One or more ~~final judgments~~ judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $~~10,000~~ 100,000 in the aggregate shall be entered against ~~Seller~~ Seller, and either (i) within thirty (30) days from the later of (A) the entry of any such judgment or decree or the date of any such award or settlement (as applicable) and (B) the date any payment is required to be made on or with respect to any such judgment, decree, award or settlement pursuant to the terms thereof, the same shall not have been paid, discharged or vacated, or in the case of a judgment, decree or award, stayed pending appeal, or shall not have been discharged or vacated within thirty (30) days from the entry of a final order of affirmance on appeal or (ii) ~~one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate,~~ enforcement proceedings shall be ~~entered against Servicer~~ commenced by any creditor on ~~claims not covered by insurance~~ any such judgment, decree, award or ~~as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution~~settlement. (i) (i) The “Termination Date” under and as defined in ~~the Receivables~~ either Sale Agreement shall occur under such Sale Agreement, (ii) the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Finance LLC under the First Tier Sale ~~Agreement~~ Agreement, or ~~MPC LP~~ (iii) Finance LLC shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the ~~Receivables~~ Second Tier Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction DocumentSeller, or the ~~Administrative~~ Program Agent for the benefit of the ~~Purchasers~~ Investors shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the ~~Collection Accounts~~Lock-Boxes, ~~free~~ Blocked Accounts and ~~clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens~~all agreements related thereto. (k) ~~Marathon~~ With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall ~~fail to perform or observe any term, covenant or agreement required to be performed~~ not constitute an Amortization Event if such excess shall have been cured by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent a Special Adjustment Payment made in accordance with Section ~~7.l(b)(viii~~2.2, if applicable, or otherwise by an increase in the Net Receivable Pool Balance or the Collection Account Amount or a reduction in the Aggregate Capital not later than the next following Business Day (or, if such day is not Business Day, by not later than the second following Business Day). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Tennessee Gas Pipeline Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ia) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail (i) to make any payment or deposit required hereunder ~~(including, without limitation, a payment under Section 1.5(n)(ii))~~ when due ~~and, for any such payment or deposit which is not in respect of Capital or required under Section 2.6,~~ and such failure continues for ~~three (3)~~ two Business Days~~; (ii) Servicer shall fail to deliver any Monthly Report~~, ~~Weekly Report or Daily Report as and when required hereunder and such failure shall remain unremedied for (i) in the case of a Monthly Report, two (2) Business Days and~~ (ii) in the case of Servicer, to deliver any report required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a ~~Weekly Report or Daily Report~~Force Majeure Event, ~~one (1)~~ continues for two Business ~~Day; or~~ Days, (iii) ~~Any~~ to perform or observe any term, covenant or agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k) and (n), Section 7.2, Section 9.1 (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and with respect to Servicer only, Section 8.2(b), and such failure shall continue for five consecutive Business Days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party~~, any Originator~~ ’s Responsible Officer’s actual knowledge thereof or ~~Marathon shall fail~~ (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this ~~paragraph~~ subsection (a) ~~and paragraph 9.1(e~~or Section 9.1(d)) and such failure shall continue for ~~five (5)~~ twenty consecutive ~~Business Days~~days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party’s Responsible Officer’s actual knowledge thereof. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (ii) with respect to any representations, warranties, certifications or statements which do not contain a materiality qualifier, incorrect in any material respect when made or deemed ~~made (except~~ made; provided that ~~the materiality standard in this clause (b)~~ an Amortization Event shall not ~~apply~~ occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (g), (i), (j), (r), (s), (t), (u) or (w) of Section 5.1 with respect to any Receivable or Related Security if either (i) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such ~~representation~~ Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or ~~warranty that is expressly qualified by~~ (ii) the aggregate of the Investor Interests does not exceed 100% after a ~~materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)~~recalculation of the Investor Interests excluding such Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance and Seller has made the payment required by, and in accordance with, Section 2.8. (c~~) (i~~) Failure of Seller to pay any Indebtedness when due~~; or (ii) the failure of Marathon~~, giving effect to any Originator or Servicer to make any payment in excess of $1,000,000 in the aggregate (whether of principal, interest or fees) in respect of any Indebtedness in an aggregate principal amount exceeding $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or (iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or any Seller Party in an aggregate principal amount exceeding $100,000,000 becoming due prior to its scheduled maturity; provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or is voluntarily prepaid in fullperiods. (id) Any Seller ~~Party, any~~ Party or the Originator ~~or Marathon~~ (i) shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by or against any ~~Seller Party, any Originator or Marathon~~ such Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property, in any such case, such proceeding~~ property or ~~petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court;~~ (iii) any Seller Party, any Originator or Marathon shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, or of a substantial part of its assets, under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for it or any substantial part of its property, or (D) file an answer admitting the material allegations of a petition filed against it in any such ~~proceeding, or (iv) any Seller Party, any Originator or Marathon~~ Person shall take any corporate or limited liability ~~company, limited partnership corporate action, as applicable,~~ company action to authorize ~~or for the purpose of effecting~~ any of the actions set forth in ~~clauses (i),~~ clause (ii~~) or (iii~~) above in this subsection (d). (e) ~~Seller shall fail to comply with the terms of Section 2.6 hereof. (f)~~ As at the end of any ~~calendar month:~~ Monthly Period, (i) the average of the ~~Delinquency~~ Dilution Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~1.50%; or~~ 0.40% (ii) the average of the ~~Default~~ Delinquency Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~1.00~~13.0%~~; or~~ , or (iii) the average of the ~~Dilution~~ Loss Ratios ~~as of the end of~~ for such ~~calendar month~~ Monthly Period and the two preceding ~~calendar months~~ Monthly Periods shall exceed ~~6.00~~11.0%~~; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00~~. (if) A Change of Control shall occur; (ii) Marathon shall cease to own, directly or indirectly, 100% of the equity interests of Seller, Servicer (if Servicer is MPC LP or an Affiliate of Marathon) or any Originator; or (iii) MPC LP shall cease to directly own 100% of the equity interests of Seller. (ig) A Material Adverse Effect shall occur. (h) One or more ~~final judgments~~ judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $~~10,000~~ 100,000 in the aggregate shall be entered against ~~Seller~~ Seller, and either (i) within thirty (30) days from the later of (A) the entry of any such judgment or decree or the date of any such award or settlement (as applicable) and (B) the date any payment is required to be made on or with respect to any such judgment, decree, award or settlement pursuant to the terms thereof, the same shall not have been paid, discharged or vacated, or in the case of a judgment, decree or award, stayed pending appeal, or shall not have been discharged or vacated within thirty (30) days from the entry of a final order of affirmance on appeal or (ii) ~~one or more final judgments for the payment of money in an amount in excess of $100,000,000, individually or in the aggregate,~~ enforcement proceedings shall be ~~entered against Servicer~~ commenced by any creditor on ~~claims not covered by insurance~~ any such judgment, decree, award or ~~as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution~~settlement. (i) (i) The “Termination Date” under and as defined in ~~the Receivables~~ either Sale Agreement shall occur under such Sale Agreement, (ii) the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Finance LLC under the First Tier Sale ~~Agreement~~ Agreement, or ~~MPC LP~~ (iii) Finance LLC shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the ~~Receivables~~ Second Tier Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement ~~or any other Principal Transaction Document~~ shall terminate in whole or in part (except in accordance with its ~~terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent~~terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction DocumentSeller, or the ~~Administrative~~ Program Agent for the benefit of the ~~Purchasers~~ Investors shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the ~~Collection Accounts~~Lock-Boxes, ~~free~~ Blocked Accounts and ~~clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens~~all agreements related thereto. (k) ~~Marathon~~ With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall ~~fail to perform or observe any term, covenant or agreement required to be performed~~ not constitute an Amortization Event if such excess shall have been cured by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent a Special Adjustment Payment made in accordance with Section ~~7.l(b)(viii~~2.2, if applicable, or otherwise by an increase in the Net Receivable Pool Balance or the Collection Account Amount or a reduction in the Aggregate Capital not later than the next following Business Day (or, if such day is not Business Day, by not later than the second following Business Day). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Southern Natural Gas Co)

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ia) Any Seller ~~Party, any Originator or Marathon~~ Party shall fail (i) to make any payment or deposit of Capital required hereunder when due (including, without limitation, ~~a payment under Section 1.5(n)(ii)) when due and, for~~ any ~~such~~ payment or deposit ~~which is not~~ required pursuant to Section 2.6(b) hereof) and, in ~~respect~~ the case of ~~Capital~~ any failure to make a timely payment or ~~required under Section 2.6~~deposit solely by reason of any mechanical delay in or malfunction of the Fedwire system, such failure ~~continues~~ shall continue for one (1) Business Day and so long as such Seller Party pays immediately upon demand any and all losses, costs and expenses incurred by any Purchaser or the Agent in connection with or as a result of such failure to make a timely payment or deposit, (ii) to make any payment or deposit (other than as referred to in clause (i) of this paragraph (a)) of any other amounts when due hereunder and such failure shall continue for three (3) consecutive Business Days; , (iii) to comply with the provisions of Section 7.1(b)(i), (ii), (iii) ~~Servicer shall fail to deliver any Monthly Report, Weekly Report~~ or ~~Daily Report as and when required hereunder~~ (iv) or 7.2 and such failure shall ~~remain unremedied~~ continue for three (i3) in consecutive Business Days, (iv) to comply with the ~~case~~ provisions of ~~a Monthly Report~~Section 7.1 (c), ~~two~~ (2f), (g), (h), (j), (l) or (m) and such failure shall continue for five (5) consecutive Business Days ~~and~~ or (iiv) ~~in the case of a Weekly Report or Daily Report, one (1) Business Day; or (iii) Any Seller Party, any Originator or Marathon shall fail~~ to perform or observe any term, covenant or agreement hereunder (other than as referred to in ~~clause~~ clauses (i), (ii), (iii) or (iv) of this paragraph (a~~) and paragraph 9.1(e~~)) and such failure shall continue for ~~five~~ ten (510) consecutive Business Days. (b) Any ~~representation~~ representation, warranty, certification or ~~warranty~~ statement made by any Seller ~~Party, any Originator or Marathon~~ Party in this Agreement, any other Transaction Document or ~~any amendment or modification thereof or waiver thereunder, or~~ in any ~~report, certificate, financial statement or~~ other document ~~furnished~~ delivered pursuant to hereto or ~~in connection with any Transaction Document or any amendment or modification thereof or waiver thereunder~~ thereto shall prove to have been incorrect ~~in any material respect~~ when made or deemed made (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms)made. (c~~) (i~~) Failure of Seller to pay any Indebtedness when ~~due; or (ii) the failure of Marathon, any Originator or Servicer to make any payment~~ due in an amount in excess of $~~1,000,000 in~~ 10,500, or the ~~aggregate (whether of principal, interest or fees) in respect~~ failure of any other Seller Party to pay Indebtedness when due in an ~~aggregate principal~~ amount ~~exceeding~~ in excess of $100,000,000, when and as the same shall become due and payable, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness10,000,000; or ~~(iii) any event or condition occurs that results in any Indebtedness of Marathon, any Originator or~~ the default by any Seller Party in ~~an aggregate principal amount exceeding $100,000,000 becoming~~ the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its ~~scheduled~~ stated maturity; ~~provided, that this clause (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale~~ or ~~transfer of the property or assets securing~~ any such Indebtedness of any Seller Party shall be declared to be due and payable or ~~is voluntarily~~ required to be prepaid ~~in full~~(other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller ~~Party,~~ Party or any ~~Originator or Marathon~~ Original Seller shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any ~~involuntary~~ proceeding shall be instituted by ~~or against~~ any Seller ~~Party,~~ Party or any ~~Originator or Marathon~~ Original Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its property~~, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered by such court~~; (iii) any proceeding shall be instituted against any Seller ~~Party~~Party or any Original Seller seeking to adjudicate it bankrupt or insolvent, ~~any Originator~~ or ~~Marathon shall (A) voluntarily commence any proceeding or file any petition~~ seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its ~~debts, or of a substantial part of its assets,~~ debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, ~~(B) consent to~~ or seeking the ~~institution of,~~ entry of an order for relief or ~~fail to contest in a timely and appropriate manner, any proceeding or petition described in subclause (ii) of this clause (d), (C) apply for or consent to~~ the appointment of a receiver, ~~trustee, custodian, sequestrator, conservator~~ trustee or other similar official for it or any substantial part of its ~~property, or (D) file an answer admitting~~ property which proceeding is not dismissed within 30 days of the ~~material allegations of a petition filed against it in any such proceeding,~~ institution thereof or (iv) any Seller ~~Party,~~ Party or any ~~Originator or Marathon~~ Original Seller shall take any ~~limited liability company, limited partnership~~ corporate ~~action, as applicable,~~ action to authorize ~~or for the purpose of effecting~~ any of the actions set forth ~~in clauses (i), (ii) or (iii) above~~ in this subsection (d). (e) ~~Seller shall fail to comply with the terms of Section 2.6 hereof. (f)~~ As at the end of any ~~calendar~~ fiscal month~~: (i)~~ , the average of the Delinquency Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three fiscal months most recently ended shall exceed ~~1.50%; or (ii)~~ 7.00% or the average of the Default Ratios ~~as of~~ for the ~~end of such calendar month and the two preceding calendar~~ three fiscal months most recently ended shall exceed ~~1.00%; or (iii)~~ 3.50% or the average of the Dilution Ratios for the three fiscal months most recently ended shall exceed 6.50%. (f) An "Event of Default" (as defined therein) by Interface of its obligations under Section 7.09 of the end of such calendar month and the two preceding calendar months shall exceed 6.00%; or (iv) the average of the Turnover Ratios as of the end of such calendar month and the two preceding calendar months shall exceed 20.00Interface Credit Facilities. (i) A Change of Control shall ~~occur;~~ occur or exist, or (ii) ~~Marathon~~ any event or condition shall ~~cease~~ occur or exist that, pursuant to ~~own~~the terms of any Change in Control Provision, ~~directly~~ requires or ~~indirectly~~permits the holder(s) of Interface Control Debt to require that such Interface Control Debt be redeemed, ~~100%~~ repurchased, defeased, prepaid or repaid, in whole or in part, or the maturity of such Interface Control Debt to be accelerated in any respect; provided, however, that no Amortization Event hereunder shall be deemed to exist upon the ~~equity interests~~ occurrence of ~~Seller, Servicer~~ any event or condition described in the foregoing clauses (~~if Servicer is MPC LP or an Affiliate of Marathon~~i) or ~~any Originator;~~ (ii) until thirty (30) days after the first occurrence or ~~(iii) MPC LP shall cease to directly own 100%~~ existence of ~~the equity interests of Seller~~such event or condition. (i) One or more final judgments for the payment of money in an amount in excess of $~~10,000~~ 10,500, individually or in the aggregate, shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $~~100,000,000~~10,000,000, individually or in the aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) ~~(i)~~ The “"Termination Date” " under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or ~~MPC LP~~ the Seller or Originator shall fail to observe any term or condition of the Receivables Sale Agreement (taking into account any applicable grace period set forth therein) or the Seller shall waive its right to enforce the terms and conditions of the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement or (ii) the “Termination Date” under and as defined in the Receivables Transfer Agreement shall occur under the Receivables Transfer Agreement or Marathon Canada shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to MPC LP under the Receivables Transfer Agreement. (j) This Agreement or any other Principal Transaction Document shall terminate in whole or in part (except in accordance with its terms or with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Seller Party or any Originator, as applicable (except with the consent of the parties thereto and, other than with respect to a Letter of Credit or Letter of Credit Application, the Administrative Agent), or any Seller Party, any Originator or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement or any other Principal Transaction Document, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts, free and clear of any Adverse Claims, except for (a) any Adverse Claim created under this Agreement, under the Receivables Sale Agreement or under the Receivables Transfer Agreement and (b) Permitted Liens. (k) Marathon shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Marathon, or Marathon shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (l) Any Person shall be appointed as an Independent Manager of Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.l(b)(viii). (m) Marathon shall fail to comply with any of its financial covenants set forth in Section 6.08 of the Revolving Credit Agreement as in effect from time to time. (n) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 430 or Section 6321 of the Code with regard to any of the assets of any Seller Party or any of the Receivables, Related Security or Collections in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days; or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303 or Section 4068 of ERISA with regard to any of the assets of any Seller Party in an amount in excess of $5,000,000 and such lien shall not have been released within fifteen (15) days.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Interface Inc)

Common use of Amortization Events Clause in Contracts