Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when due and such failure continues for two Business Days, (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 Force Majeure Event, continues for two Business Days, (iii) 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and such failure shall continue for twenty consecutive 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, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (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; provided that an Amortization Event shall not 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods. (d) Any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 (iii) any such Person shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d). (e) As at the end of any Monthly Period, (i) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 0.30% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.50%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.50%. (f) A Change of Control shall occur. (g) A Material Adverse Effect shall occur. (h) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $100,000 in the aggregate shall be entered against 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlement. (i) (i) The “Termination Date” under and as defined in 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, or (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 Second Tier Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto. (k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:
(ai) Any Seller Party shall fail (i) 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 (i) continues for one (1) Business Day after the date when due the same was required to be made; or (ii) any 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 a party and such failure under this clause (ii) continues for two (2) Business Days after the date when the same was required to be made.
(b) Any Seller Party shall fail to perform or observe any covenant contained in any provision of Section 5.1(b)(vi), Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or Section 6.6 (and, (i) in the case of Section 6.6 only, such failure continues for two (2) Business Days, Days after the date when the same was required to be performed and (ii) in the case of ServicerSection 5.1(b)(vi) and Section 5.1(i)(vi) only, to deliver any report such failure continues for ten (10) Business Days after the date when the same was required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, performed).
(iiic) Any Seller Party shall fail to perform or observe any termother covenant, covenant agreement 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement obligation hereunder (other than as referred to in clause (ianother paragraph of this Section 7.1) or (ii) of this subsection (a) or Section 9.1(d)) any other Transaction Document to which it is a party and such failure shall continue for twenty thirty (30) consecutive days after Business Days following the earlier to occur of receipt of written (i) notice thereof from the Program Agent Administrative Agent, the Liberty Street Administrator or any Managing AgentPurchaserany Investor Party of such non-performance or non-observance, or a (ii) the date on which an Authorized Officer of such Seller Party’s Responsible Officer’s actual knowledge thereofParty otherwise becomes aware of such non-performance or non-observance.
(bd) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or 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) in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representations, warranties, certifications representation or statements warranty which do not contain itself contains a materiality qualifier, incorrect in any material respect when made or deemed madethreshold; provided further that an Amortization Event shall not 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) case of Section 5.1 with respect 3.1(v) only, such failure continues for one (1) Business Day after the date when the representation, warranty, certification or statement was required 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(d) Any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 (iii) any such Person shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d)made.
(e) As at On any Settlement Date, after giving effect to the end turnover and application of any Monthly PeriodCollections and Deemed Collections, an Investment Excess shall exist and be continuing for one (i1) the average of the Dilution Ratios for Business Day after such Monthly Period and the two preceding Monthly Periods shall exceed 0.30% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.50%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.50%Settlement Date.
(f) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(h) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $100,000 in the aggregate shall be entered against 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlement.
(i) (i) The “Termination Date” 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 the same becomes due and as defined 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 either Sale Agreement the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Sale AgreementIndebtedness and shall continue after the applicable grace period, (ii) if any, specified in such agreement or instrument, if the Originator shall for any reason cease effect of such event or condition is to transferaccelerate, or cease permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to have the legal capacity to transferbe due and payable, or otherwise required to be incapable of transferring Receivables to Finance LLC under the First Tier Sale Agreementprepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or (iii) Finance LLC an offer to repay, redeem, purchase or defease such Indebtedness 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 Second Tier Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease required to be effective or made, in each case prior to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%stated maturity thereof; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an amortization event (each, an "Amortization Event:"):
(a) Any Seller PPL Electric Party shall fail (i) to make any payment or deposit required hereunder to be made by it under the Transaction Documents when due and and, for any such payment or deposit which is not in respect of principal, such failure continues for two three (3) consecutive Business Days.
(b) Any representation or warranty made by any PPL Electric Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect (or, with respect to the representations and warranties contained in Sections 5.1(a), (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 Force Majeure Event, continues for two Business Daysc), (iiid), (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 manner) when made or deemed made.
(c) Any PPL Electric Party shall fail to perform or observe any term, covenant or agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k7.2 or Section 8.5 when due.
(d) and (nAny PPL Electric Party shall fail to perform or observe any covenant contained in Section 7.1(a)(vii), Section 7.2, Section 9.1 (other than as referred to in clause (i) or (ii) of this subsection (a7.1(b) or Section 9.1(d)) and with respect to Servicer only, Section 8.2(b), 8.3 and such failure shall continue for five ten (10) consecutive Business Days after the earlier of following Borrower's receipt of written notice thereof of such failure from the Program Agent or any Managing Agent, or a Seller Party’s Responsible Officer’s Borrower's actual knowledge thereof or of such failure.
(iiie) Any PPL Electric Party shall fail to perform or observe any term, other covenant or agreement hereunder under any Transaction Document (other than as referred to those referenced in clause Sections 9.1(a), (ic) or (ii) of this subsection (a) or Section 9.1(dd)) and such failure shall continue for twenty ten (10) consecutive Business Days following Borrower's receipt of notice of such failure from the Agent or for thirty (30) consecutive days after following Borrower's actual knowledge of such failure.
(f) Failure of Borrower to pay any Indebtedness (other than the earlier Obligations) when due or the default by Borrower in the performance of receipt any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of written notice thereof from which is to cause, or to permit the Program Agent holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Managing Agent, such Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (other than by a Seller Party’s Responsible Officer’s actual knowledge regularly scheduled payment) prior to the date of maturity thereof.
(bg) Any representation, warranty, certification Failure by the Servicer or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been 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 representations, warranties, certifications PPL Electric Party 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; provided that an Amortization Event shall not 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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 2.8PPL Transition Bond Company LLC.
(c) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(d) Any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 (iii) any such Person shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d).
(e) As at the end of any Monthly Calculation Period, :
(i) the three-month rolling average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods Delinquency Ratio shall exceed 0.30% 6.00%,
(ii) the three-month rolling average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods Default Ratio shall exceed 3.501.75%, or or
(iii) the three-month rolling average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods Dilution Ratio shall exceed 2.502.25%.
(fj) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(hk) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) final judgments for the payment of money in excess an aggregate amount of $100,000 in the aggregate 11,625 or more shall be entered against SellerBorrower or one or more final judgments for the payment of money in an amount in excess of $20,000,000, 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, individually or in the case of a judgmentaggregate, decree shall be entered against the Servicer or award, stayed pending appeal, or PPL Transition Bond Company LLC and such judgment shall not have been be paid, bonded or otherwise discharged or vacated within thirty for sixty (3060) consecutive days from the entry of a final order of affirmance unless such judgment is stayed on appeal or (ii) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlementotherwise being appropriately contested in good faith.
(i) (il) The “"Termination Date” " under and as defined in either the Receivables Sale Agreement shall occur under such the Receivables Sale Agreement, (ii) the 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 Finance LLC Borrower under the First Tier Sale Agreement, or (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 Second Tier Sale Agreement.
(jm) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of SellerBorrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Agent for the benefit of the Investors 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 Lock-Boxes, Blocked Accounts and all agreements related theretoCollateral.
(kn) With respect On any Settlement Date, after giving effect to any day, the aggregate turnover of Collections by the Investor Interests exceeds 100%; provided that Servicer on such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made date and the application thereof to the Obligations in accordance with this Agreement, the Aggregate Principal shall exceed the Borrowing Limit.
(o) [reserved].
(p) The Internal Revenue Service shall file notice of a lien pursuant to Section 2.2, if applicable6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within seven (7) days, or otherwise the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral.
(q) Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $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 an increase in any member of the Net Receivable Pool Balance ERISA Group, any plan administrator or any combination of the foregoing; or the Collection Account Amount 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 reduction 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 adversely impairs the Aggregate Capital not later 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 next following Business Day (or, if such day is not Business Day, by not later than the second following Business Daydefinition thereof).
(s) The PUC shall 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) to make any payment or deposit required hereunder when due and such failure continues for two Business Days, (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 Force Majeure Event, continues for two Business Days, (iii) 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and such failure shall continue for twenty consecutive 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, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (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; provided that an Amortization Event shall not 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(d) Any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 (iii) any such Person shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d).
(e) As at the end of any Monthly Period, (i) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 0.300.50% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.506.75%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.504.00%.
(f) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(h) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $100,000 in the aggregate shall be entered against 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlement.
(i) (i) The “Termination Date” under and as defined in 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, or (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 Second Tier Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
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:
(a) Any Seller Party shall fail fail:
(i) to make any payment or deposit required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues for two one (1) Business Days, Day;
(ii) in the case of Servicer, to deliver make any report payment or deposit required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, (iii) to perform hereunder or observe under 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 Transaction Document other than as referred to in clause (i) or (ii) respect of this subsection (a) or Section 9.1(d)) and with respect to Servicer only, Section 8.2(b), Capital and such failure shall continue continues for five consecutive (5) Business 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 or Days; or
(iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause clauses (i) or and (ii) of this subsection paragraph (a) or Section 9.1(dand paragraph 9.1(e)) and such failure shall continue for twenty consecutive (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 receipt (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 thereof of such failure from the Program Agent or any Managing AgentPurchaser, or a (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’s Responsible Officer’s Party obtains actual knowledge thereofof 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) Business 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, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, materially incorrect in any respect when made or deemed made and (iiexcept that the materiality standard in this subsection (b) with respect shall not apply to any representations, warranties, certifications such representation or statements warranty which do not contain is qualified by a materiality qualifier, incorrect in any material respect when made or deemed made; provided that an Amortization Event shall not occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (gstandard by its terms), (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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when duedue or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, giving 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 applicable grace periodssuch Indebtedness of such Person 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.
(di) Any Seller Party Party, the Collection Agent, Originator or the Originator (i) 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 proceeding shall be instituted by or against any such Person or any 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 under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i) or (ii) above in this subsection (d).
(e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein).
(f) As at of the end of any Monthly Period, calendar month:
(i) the average of the Dilution Ratios for as of the end of such Monthly Period calendar month and the two preceding Monthly Periods calendar months shall exceed 0.30% [o]%;
(ii) the average of the Delinquency Ratios for as of the end of such Monthly Period calendar month and the two preceding Monthly Periods calendar months shall exceed 3.50%, or [o]%;
(iii) the average of the Loss Default Ratios for as of the end of such Monthly Period calendar month and the two preceding Monthly Periods calendar months shall exceed 2.50%[o]%; or
(iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%.
(fg) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration final judgments for the payment of money shall be entered against Seller or binding mediation award(s(ii) and/or settlement(s) one or more final judgments for the payment of money in an amount in excess of $100,000 10,000,000, individually or in the aggregate aggregate, shall be entered against Sellerthe Servicer or the Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and either (i) within thirty (30) days from the later of (A) the entry of any such judgment or decree or the date shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlementexecution.
(i) (i) The “"Termination Date” " under and as defined in either the Receivables Sale Agreement shall occur under such the Receivables Sale Agreement, (ii) the 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 Finance LLC under the First Tier Sale Agreement, or (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 Second Tier Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Agent for the benefit of the Investors 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 Lock-Boxes, Blocked Accounts and all agreements related theretoCollection Accounts.
(k) With respect Penelec shall (i) fail to any day, the aggregate maintain a Fixed Charge Ratio (determined as of the Investor Interests exceeds 100%; provided that last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such event shall not constitute an Amortization Event if day to Total Capitalization on such excess day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have been cured by a Special Adjustment Payment made the meanings set forth in accordance with Section 2.2Exhibit XIII.
(l) Any Periodic Report delivered on or after [___], 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)2004 shall fail to contain all Additional Reporting Information.
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:
(a) Any Seller Party shall fail fail:
(i) to make any payment or deposit required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues for two one (1) Business Days, Day;
(ii) in the case of Servicer, to deliver make any report payment or deposit required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, (iii) to perform hereunder or observe under 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 Transaction Document other than as referred to in clause (i) or (ii) respect of this subsection (a) or Section 9.1(d)) and with respect to Servicer only, Section 8.2(b), Capital and such failure shall continue continues for five consecutive (5) Business 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 or Days; or
(iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause clauses (i) or and (ii) of this subsection paragraph (a) or Section 9.1(dand paragraph 9.1(e)) and such failure shall continue for twenty consecutive (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 receipt (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 thereof of such failure from the Program Agent or any Managing AgentPurchaser, or a (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’s Responsible Officer’s Party obtains actual knowledge thereofof 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) Business 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, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, materially incorrect in any respect when made or deemed made and (iiexcept that the materiality standard in this subsection (b) with respect shall not apply to any representations, warranties, certifications such representation or statements warranty which do not contain is qualified by a materiality qualifier, incorrect in any material respect when made or deemed made; provided that an Amortization Event shall not occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (gstandard by its terms), (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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when duedue or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, giving 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 applicable grace periodssuch Indebtedness of such Person 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.
(di) Any Seller Party Party, the Collection Agent, Originator or the Originator (i) 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 proceeding shall be instituted by or against any such Person or any 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 under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i) or (ii) above in this subsection (d).
(e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein).
(f) As at of the end of any Monthly Period, calendar month:
(i) the average of the Dilution Ratios for as of the end of such Monthly Period calendar month and the two preceding Monthly Periods calendar months shall exceed 0.30% [o]%;
(ii) the average of the Delinquency Ratios for as of the end of such Monthly Period calendar month and the two preceding Monthly Periods calendar months shall exceed 3.50%, or [o]%;
(iii) the average of the Loss Default Ratios for as of the end of such Monthly Period calendar month and the two preceding Monthly Periods calendar months shall exceed 2.50%[o]%; or
(iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%.
(fg) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration final judgments for the payment of money shall be entered against Seller or binding mediation award(s(ii) and/or settlement(s) one or more final judgments for the payment of money in an amount in excess of $100,000 10,000,000, individually or in the aggregate aggregate, shall be entered against Sellerthe Servicer or the Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and either (i) within thirty (30) days from the later of (A) the entry of any such judgment or decree or the date shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlementexecution.
(i) (i) The “"Termination Date” " under and as defined in either the Receivables Sale Agreement shall occur under such the Receivables Sale Agreement, (ii) the 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 Finance LLC under the First Tier Sale Agreement, or (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 Second Tier Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Agent for the benefit of the Investors 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 Lock-Boxes, Blocked Accounts and all agreements related theretoCollection Accounts.
(k) With respect Penn Power shall (i) fail to any day, the aggregate maintain a Fixed Charge Ratio (determined as of the Investor Interests exceeds 100%; provided that last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such event shall not constitute an Amortization Event if day to Total Capitalization on such excess day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have been cured by a Special Adjustment Payment made the meanings set forth in accordance with Section 2.2Exhibit XIII.
(l) Any Periodic Report delivered on or after [___], 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)2004 shall fail to contain all Additional Reporting Information.
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) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when due and such failure continues for two Business Days, (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 Force Majeure Event, continues for two Business Days, (iii) 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and such failure shall continue for twenty consecutive 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, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (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; provided that an Amortization Event shall not 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(d) Any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 (iii) any such Person shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d).
(e) As at the end of any Monthly Period, (i) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 0.300.40% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.5013.0%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.5011.0%.
(f) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(h) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $100,000 in the aggregate shall be entered against 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlement.
(i) (i) The “Termination Date” under and as defined in 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, or (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 Second Tier Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
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:
(a) Any Seller Transaction Party or PMC shall fail (i) to make any payment or deposit of any amount consisting of Aggregate Principal, Interest or CP Costs required hereunder when due and such failure continues shall continue unremedied for two one (1) Business Days, (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 Force Majeure Event, continues for two Business Days, (iii) 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) Day or (ii) to make any payment or deposit of this subsection (a) or Section 9.1(d)) and with respect any other amount required to Servicer only, Section 8.2(b), be made by it under the Transaction Documents when due and such failure shall continue unremedied for five consecutive two (2) Business 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 or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and such failure shall continue for twenty consecutive 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.Days; or
(b) Any representation, warranty, certification or statement made by any Seller Transaction Party or PMC in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or 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; provided 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 shall not occur in connection hereunder if the Borrower causes PMC to comply 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 8.4 by either (i) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding curing such Receivable and all Receivablesbreach, if any, related to (ii) purchasing such Related Security Pool Loan from the Net Receivable Pool Balance 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 Transaction Party or PMC shall fail to perform or observe any covenant or agreement (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) the aggregate under any Transaction Document (other than as referred to in clause (i) of the Investor Interests does not exceed 100% after a 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.
this paragraph (c) or Section 9.1(a)) and such failure shall continue unremedied for five (5) Business Days; or
(d) Failure of Seller the Borrower to pay any Indebtedness (other than the Obligations) when 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 (other than by a regularly scheduled payment) prior to the date of maturity thereof; or
(i) PMC fails to make any payment in respect of any Indebtedness of PMC when due, giving effect to any applicable grace periods.
(d) Any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 default or other similar official for event or condition occurs or exists beyond the applicable grace or cure period, 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 any substantial part of its property regularly scheduled payment dates, or (iii) any of such Person shall take any corporate Indebtedness is declared to be due and payable or limited liability company action required to authorize any of the actions set forth in clause (ii) above in this subsection (d).
(e) As at the end of any Monthly Period, (i) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 0.30% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.50%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.50%.be prepaid by PMC before its stated maturity; or
(f) An Event of Bankruptcy shall occur with respect to any Transaction Party or PMC; or
(g) A Change of Control shall occur.occur with respect to any Transaction Party or PMC; or
(g) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) final judgments for the payment of money shall be entered against Borrower or (ii) PMC fails, within 10 days after entry, to pay, bond, or otherwise discharge any one or more judgments or orders for the payment of money (not paid or fully covered by insurance) in excess of $100,000 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 shall be entered against Sellerequivalent thereof in another currency or currencies, and which is not either (ia) within thirty stayed on appeals; (30b) days from being diligently contested in good faith by appropriate proceedings with adequate reserves having been set aside on the later books 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 PMC in accordance with respect to any such judgment, decree, award or settlement pursuant to the terms thereof, the same shall not have been paid, discharged or vacatedGAAP, or in the case (c) dismissed by a court 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlement.competent jurisdiction; or
(i) (i) The “Termination Date” under and as defined in 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, or (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 Second Tier Sale Agreement.
(j) This Agreement or any other Transaction Document shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Sellerthe Borrower, the Servicer or PMC, or any of the Program Borrower, the Servicer or PMC shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability thereof; or
(j) The Agent for the benefit of the Investors 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%Collateral; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
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:
(a) Any Seller Party shall fail fail:
(i) to make any payment or deposit required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues for two one (1) Business Days, Day;
(ii) in the case of Servicer, to deliver make any report payment or deposit required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, (iii) to perform hereunder or observe under 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 Transaction Document other than as referred to in clause (i) or (ii) respect of this subsection (a) or Section 9.1(d)) and with respect to Servicer only, Section 8.2(b), Capital and such failure shall continue continues for five consecutive (5) Business 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 or Days; or
(iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause clauses (i) or and (ii) of this subsection paragraph (a) or Section 9.1(dand paragraph 9.1(e)) and such failure shall continue for twenty consecutive (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 receipt (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 thereof of such failure from the Program Agent or any Managing AgentPurchaser, or a (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’s Responsible Officer’s Party obtains actual knowledge thereofof 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) Business 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, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, materially incorrect in any respect when made or deemed made and (iiexcept that the materiality standard in this subsection (b) with respect shall not apply to any representations, warranties, certifications such representation or statements warranty which do not contain is qualified by a materiality qualifier, incorrect in any material respect when made or deemed made; provided that an Amortization Event shall not occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (gstandard by its terms), (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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when duedue or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, giving 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 applicable grace periodssuch Indebtedness of such Person 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.
(di) Any Seller Party Party, the Collection Agent, Originator or the Originator (i) 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 proceeding shall be instituted by or against any such Person or any 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 under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i) or (ii) above in this subsection (d).
(e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein).
(f) As at of the end of any Monthly Period, calendar month:
(i) the average of the Dilution Ratios for as of the end of such Monthly Period calendar month and the two preceding Monthly Periods calendar months shall exceed 0.30% [o]%;
(ii) the average of the Delinquency Ratios for as of the end of such Monthly Period calendar month and the two preceding Monthly Periods calendar months shall exceed 3.50%, or [o]%;
(iii) the average of the Loss Default Ratios for as of the end of such Monthly Period calendar month and the two preceding Monthly Periods calendar months shall exceed 2.50%[o]%; or
(iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%.
(fg) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration final judgments for the payment of money shall be entered against Seller or binding mediation award(s(ii) and/or settlement(s) one or more final judgments for the payment of money in an amount in excess of $100,000 10,000,000, individually or in the aggregate aggregate, shall be entered against Sellerthe Servicer or the Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and either (i) within thirty (30) days from the later of (A) the entry of any such judgment or decree or the date shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlementexecution.
(i) (i) The “"Termination Date” " under and as defined in either the Receivables Sale Agreement shall occur under such the Receivables Sale Agreement, (ii) the 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 Finance LLC under the First Tier Sale Agreement, or (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 Second Tier Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Agent for the benefit of the Investors 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 Lock-Boxes, Blocked Accounts and all agreements related theretoCollection Accounts.
(k) With respect MetEd shall (i) fail to any day, the aggregate maintain a Fixed Charge Ratio (determined as of the Investor Interests exceeds 100%; provided that last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such event shall not constitute an Amortization Event if day to Total Capitalization on such excess day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have been cured by a Special Adjustment Payment made the meanings set forth in accordance with Section 2.2Exhibit XIII.
(l) Any Periodic Report delivered on or after [___], 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)2004 shall fail to contain all Additional Reporting Information.
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:”):
(a) Any Seller PPL Electric Party shall fail (i) to make any payment or deposit required hereunder to be made by it under the Transaction Documents when due and and, for any such payment or deposit which is not in respect of principal, such failure continues for two three (3) consecutive Business Days.
(b) Any representation or warranty made by any PPL Electric Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect (or, with respect to the representations and warranties contained in Sections 5.1(a), (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 Force Majeure Event, continues for two Business Daysc), (iiid), (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 manner) when made or deemed made.
(c) Any PPL Electric Party shall fail to perform or observe any term, covenant or agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k7.2 or Section 8.5 when due.
(d) and (nAny PPL Electric Party shall fail to perform or observe any covenant contained in Section 7.1(a)(vii), Section 7.2, Section 9.1 (other than as referred to in clause (i) or (ii) of this subsection (a7.1(b) or Section 9.1(d)) and with respect to Servicer only, Section 8.2(b), 8.3 and such failure shall continue for five ten (10) consecutive Business Days after the earlier of following Borrower’s receipt of written notice thereof of such failure from the Program Agent or any Managing Agent, or a Seller Party’s Responsible OfficerBorrower’s actual knowledge thereof or of such failure.
(iiie) Any PPL Electric Party shall fail to perform or observe any term, other covenant or agreement hereunder under any Transaction Document (other than as referred to those referenced in clause Sections 9.1(a), (ic) or (ii) of this subsection (a) or Section 9.1(dd)) and such failure shall continue for twenty ten (10) consecutive Business Days following Borrower’s receipt of notice of such failure from the Agent or for thirty (30) consecutive days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party’s Responsible Officerfollowing Borrower’s actual knowledge of 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.
(bg) Any representation, warranty, certification Failure by the Servicer or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been 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 representations, warranties, certifications PPL Electric Party 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; provided that an Amortization Event shall not 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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 2.8PPL Transition Bond Company LLC.
(c) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(d) Any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 (iii) any such Person shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d).
(e) As at the end of any Monthly Calculation Period, :
(i) the three-month rolling average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods Delinquency Ratio shall exceed 0.30% 6.00%,
(ii) the three-month rolling average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods Default Ratio shall exceed 3.502.50%, or or
(iii) the three-month rolling average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods Dilution Ratio shall exceed 2.502.25%.
(fj) A Change of Control shall occur.
(gk) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) final judgments for the payment of money in excess an aggregate amount of $100,000 in the aggregate 11,625 or more shall be entered against 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 Borrower or (ii) enforcement proceedings one or more final judgments for the payment of money in an amount in excess of $20,000,000, individually or in the aggregate, shall be commenced by any creditor entered against the Servicer or PPL Transition Bond Company LLC and such judgment shall not be paid, bonded or otherwise discharged for sixty (60) consecutive days unless such judgment is stayed on any such judgment, decree, award appeal or settlementotherwise being appropriately contested in good faith.
(i) (il) The “Termination Date” under and as defined in either the Receivables Sale Agreement shall occur under such the Receivables Sale Agreement, (ii) the 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 Finance LLC Borrower under the First Tier Sale Agreement, or (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 Second Tier Sale Agreement.
(jm) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of SellerBorrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Agent for the benefit of the Investors 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 Lock-Boxes, Blocked Accounts and all agreements related theretoCollateral.
(kn) With respect to On any day, after giving effect to the aggregate turnover of Collections by the Investor Interests exceeds 100%; provided that Servicer on such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made date and the application thereof to the Obligations in accordance with Section 2.2this Agreement, 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 Principal shall exceed the next following Business Day (or, Borrowing Limit and if such day is not a Settlement Date, such condition shall have been continuing for five (5) consecutive Business DayDays.
(o) [reserved].
(p) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within seven (7) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral.
(q) Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $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 not later 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 second following Business DayPBGC 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 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 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”:
(ai) Any Seller Party shall fail (i) 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 (i) continues for one (1) Business Day after the date when due the same was required to be made; or (ii) any 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 a party and such failure under this clause (ii) continues for two (2) Business Days after the date when the same was required to be made.
(b) Any Seller Party shall fail to perform or observe any covenant contained in any provision of Section 5.1(b)(vi), Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or Section 6.6 (and, (i) in the case of Section 6.6 only, such failure continues for two (2) Business Days, Days after the date when the same was required to be performed and (ii) in the case of ServicerSection 5.1(b)(vi) and Section 5.1(i)(vi) only, to deliver any report such failure continues for ten (10) Business Days after the date when the same was required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, performed).
(iiic) Any Seller Party shall fail to perform or observe any termother covenant, covenant agreement 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement obligation hereunder (other than as referred to in clause (ianother paragraph of this Section 7.1) or (ii) of this subsection (a) or Section 9.1(d)) any other Transaction Document to which it is a party and such failure shall continue for twenty thirty (30) consecutive days after Business Days following the earlier to occur of receipt of written (i) notice thereof from the Program Agent Administrative Agent, the Liberty Street Administrator or any Managing AgentPurchaser of such non-performance or non-observance, or a (ii) the date on which an Authorized Officer of such Seller Party’s Responsible Officer’s actual knowledge thereofParty otherwise becomes aware of such non-performance or non-observance.
(bd) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or 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) in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representations, warranties, certifications representation or statements warranty which do not contain itself contains a materiality qualifier, incorrect in any material respect when made or deemed madethreshold; provided further that an Amortization Event shall not 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) case of Section 5.1 with respect 3.1(v) only, such failure continues for one (1) Business Day after the date when the representation, warranty, certification or statement was required to be made.
(e) On any Receivable or Related Security if either 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) 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 the aggregate of same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable and all Receivablesapplicable grace period, if any, related specified in the agreement or instrument relating to such Related Security from Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable and all Receivablesapplicable grace period, if any, related 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 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) 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 Related Security from 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 Net Receivable Pool Balance 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 Seller has made 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 payment required by, and in accordance with, Section 2.8stated maturity thereof.
(c) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(di) Any Seller Party Party, any Originator or the Originator (i) 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; or ;
(ii) any proceeding shall be instituted by 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;
(iii) any proceeding shall be instituted against any such Person 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 and, unless such proceeding is consented to or acquiesced in by Seller, such proceeding of the type described in this clause (iii) remains undismissed, 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 (B) 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 order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, unless such Person proceeding is consented to or acquiesced in by Performance Guarantor, Servicer, such 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
(v) Any Seller Party, any Originator or any Material Subsidiary shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i), (ii) or (iv) above in this subsection (dg).
(eh) As at the end of any Monthly Period, calendar month:
(i) the average of the Delinquency Ratios for the three months then most recently ended shall exceed 5.00%;
(ii) the average of the Default Ratios for the three months then most recently ended shall exceed 4.00%; or
(iii) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods three months then most recently ended shall exceed 0.30% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.50%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.508.00%.
(fi) A Change of Control shall occur.
(gj) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) final judgments for the payment of money in an amount in excess of $100,000 14,425, individually or in the aggregate aggregate, shall be entered against SellerSeller or (ii) one or more final judgments for the payment of money in an amount in excess of $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 either (i) within such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days from the later without a stay 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlementexecution.
(ik) Either (i) The the “Termination Date” under and as defined in either the Sale Agreement shall occur under such Sale Agreement, with respect to any Material Originator or (ii) the 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 Finance LLC under the First Tier Sale Agreement, or (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 Second Tier Sale 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 shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Originator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Administrative Agent for the benefit of the Investors 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 Lock-Boxes, Blocked Accounts and all agreements related theretoBox Accounts.
(kn) With respect The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any day, the aggregate of the Investor Interests exceeds 100%; provided that Receivables or Related Security and such event lien shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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 released within ten (or, if such day is not Business Day, by not later than the second following Business Day10).
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":
(a) Any Seller Party shall fail fail:
(i) to make any payment or deposit required hereunder when due and and, for any such payment or deposit which is not in respect of Capital, such failure continues for two (2) Business Days, or 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) 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 Force Majeure Event, continues for two Business Days, (iii) to perform or observe any term, covenant or agreement contained set forth in Section 7.1(b7.1(d), 7.1(c(g), 7.1(h)-(k(h) and (n), Section 7.2, Section 9.1 (other than as referred to in clause or (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 (5) consecutive Business Days after the earlier of receipt of written notice thereof from the Program Agent or (A) any Managing Agent, or a Seller Party’s Responsible Officer’s actual 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) or and (ii) of this subsection (a) or and Section 9.1(d9.1(e)) or any other Transaction Document and such failure shall continue for twenty thirty (30) consecutive days after the earlier of receipt of (A) any Seller Party obtains knowledge thereof or (B) the Agent delivers 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, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements materially false on the date as of 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; provided that an Amortization Event shall not 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when duedue or the failure of any other Seller Party (or PSE at any time when PSE is not acting as Servicer) to pay Indebtedness when due in excess of $25,000,000 in the aggregate; or the default by any Seller Party (or PSE at any time when PSE is not acting as Servicer) in the performance of any term, giving 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 applicable grace periodssuch Indebtedness of any Seller Party (or PSE at any time when PSE is not acting as Servicer) 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.
(di) Any Seller Party (or the Originator (iPSE at any time when PSE is not acting as Servicer) or 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 proceeding shall be instituted by or against any such Person Seller Party (or PSE at any time when PSE is not acting as Servicer) or 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 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 (iii) any such Person Seller Party (or PSE at any time when PSE is not acting as Servicer) or any of its Significant Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i) or (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 Monthly Periodcalendar 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 Dilution Ratios for such Monthly Period and the two preceding Monthly Periods Report Completion Date shall exceed 0.30% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.50%fail to occur on or before April 30, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.50%2003.
(fj) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration final judgments for the payment of money shall be entered against Seller or binding mediation award(s(ii) and/or settlement(s) one or more final judgments for the payment of money in an amount in excess of $100,000 25,000,000, individually or in the aggregate aggregate, shall be entered against Sellerthe Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and either (i) within thirty (30) days from the later of (A) the entry of any such judgment or decree or the date shall continue unsatisfied and in effect for 60 days without a stay 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlementexecution.
(i) (i) The “Termination Date” under and as defined in 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, or (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 Second Tier Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
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 Party Parties or Performance Guarantor shall fail (i) to make any payment or deposit required hereunder to be made by it under the Transaction Documents when due and and, for any such payment or deposit which is not in respect of any portion of the Aggregate Invested Amount, such failure continues for two one (1) Business DaysDay, or (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 Force Majeure Event, continues for two Business Days, (iii) to perform or observe any term, other covenant or agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k) and (n), Section 7.2, Section 9.1 under any Transaction Documents (other than as referred to described in clause (i) above or paragraph (iic) 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)below) and such failure shall continue for twenty ten (10) consecutive 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 thereofBusiness Days.
(b) Any representation, warranty, certification or statement made by Performance Guarantor or any of the Seller Party Parties in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or 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; provided provided, that no such event shall constitute an Amortization Event shall not unless such event is unremedied for a period of ten (10) days after the earlier to 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) written notice thereof shall have been given by the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable and all Receivables, if any, related Agent to such Related Security from the Net Receivable Pool Balance 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 aggregate performance of his or her duties; provided, further, that no grace period shall apply to 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 event shall constitute an Amortization Event if the Investor Interests does not exceed 100% after Seller shall have timely paid to the Agent the Deemed Collection required to be paid as a recalculation result 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 event in accordance with, with Section 2.81.4(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.
(d) Failure of the Seller to pay any Indebtedness (other than the Aggregate Unpaids) when duedue 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 any such Indebtedness of the Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
(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 periodsperiods 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 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.
(df) Any An Event of Bankruptcy shall occur with respect to Performance Guarantor, any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 (iii) any such Person shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d)their respective Subsidiaries.
(eg) As at the end of any Monthly Calculation Period, :
(i) the three-month rolling average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods Delinquency Ratio shall exceed 0.30% 4.00%,
(ii) the three-month rolling average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods Default Ratio shall exceed 3.504.75%, or ,
(iii) the three-month rolling average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods Dilution Ratio shall exceed 2.504.00%,
(iv) the Loss-to-Liquidation Ratio for the most recently completed Calculation Period shall exceed 4.00%, or
(v) the three-month rolling average Turnover Ratio shall exceed 70 days.
(fh) A Change of Control shall occur.
(gi) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) final judgments for the payment of money in excess an aggregate amount of $100,000 in the aggregate 10,750 or more shall be entered against Seller, and either the Seller or (iii) within thirty (30) days from one or more final judgments for the later payment of (A) the entry money in an amount in excess 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 $10,000,000 in the case of a judgmentthe 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, decree individually or awardin the aggregate, 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) enforcement proceedings shall be commenced by entered against Performance Guarantor, Vitro America or any creditor on any such judgment, decree, award or settlement.
of their respective Subsidiaries (i) (i) The “Termination Date” under and as defined in 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, or (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 Second Tier Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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 other than the next following Business Day 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 forty-five (or, if such day is not Business Day, by not later than the second following Business Day)45) consecutive days without a stay of execution.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder when due and such failure continues for two Business Days, (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 Force Majeure Event, continues for two Business Days, (iii) 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and such failure shall continue for twenty consecutive 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, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (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; provided that an Amortization Event shall not 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(d) Any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 (iii) any such Person shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d).
(e) As at the end of any Monthly Period, (i) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 0.301.0% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.503.0%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.505.0%.
(f) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(h) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $100,000 in the aggregate shall be entered against 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlement.
(i) (i) The “Termination Date” under and as defined in 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, or (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 Second Tier Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
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:
(ai) Any Seller Party or the Originator shall fail (i) to make any payment or deposit required hereunder or under any other Transaction Document when due and and, in the case of a payment or deposit in respect of Capital, Yield or any fees due under the Fee Letter, such failure continues for two (2) Business DaysDays and, (ii) in the case of Servicerany such payment or deposit which is not in respect of Capital, to deliver any report required to be delivered pursuant to Section 8.5 when Yield or fees due and under the Fee Letter, such failure, if it is caused by a Force Majeure Event, failure continues for two five (5) Business Days, ;
(iiiii) Any Seller Party or the Originator shall fail to perform or observe any term, covenant or agreement contained in Section 7.1(bSections 7.1(a) (Financial Reporting), 7.1(c7.1(b) (Notices) , 7.1(c)(ii) (Preservation of Limited Liability Company or Corporate Existence), 7.1(h)-(k7.1(d) (Audits), 7.1(e) (Keeping and Marking of Records and Books), 7.1(f) (Compliance with Contracts and Credit and Collection Policy), 7.1(g) (Performance and Enforcement of Receivables Sale Agreement), 7.1(h) (Ownership), 7.1(i) (Purchasers’ Reliance), 7.1(j) (Collections), 7.1(l) (Payment to Originator), 7.2 (Negative Covenants of the Seller Parties) or 8.5 (Reports) 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 any such failure shall continue continues for five consecutive three (3) Business 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 or Days;
(iii) Seller or Originator shall fail to perform or observe any other term, covenant or agreement hereunder (contained herein or in any other than as referred to Transaction Document not otherwise specifically described in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) 9.1 and such failure shall continue remain unremedied for twenty consecutive days after five (5) Business Days; or
(iv) the earlier of receipt of written notice thereof from the Program Agent Servicer shall fail to perform or observe any Managing Agentother term, covenant or a Seller Party’s Responsible Officer’s actual knowledge thereofagreement contained herein or in any other Transaction Document not otherwise specifically described in this Section 9.1 and such failure shall remain unremedied for ten (10) Business Days.
(b) Any representation, warranty, certification or statement made by any Seller Party or the Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or 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; provided that an Amortization Event shall not 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when due, giving effect to due or the failure of any applicable grace periods.
(d) Any other Seller Party or the Originator to pay Indebtedness when due in excess of $50,000,000 in the aggregate, or the default by any Seller Party or the Originator in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of any Seller Party or the Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
(i) Any Seller Party, the Originator or, to the extent that it could reasonably be expected to have a Material Adverse Effect, any of their Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person Seller Party, the Originator or, to the extent that it could reasonably be expected to have a Material Adverse Effect, any of their Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, if any such proceeding is not commenced by a Seller Party, the Originator or any of their Subsidiaries, such proceeding shall result in the entry of an order for relief or shall remain for 60 days undismissed, undischarged, unstayed or unbonded pending appeal or (iii) any such Person Seller Party, the Originator or, to the extent that it could reasonably be expected to have a Material Adverse Effect, any of their Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i) or (ii) above in this subsection (d).
(e) Seller shall fail to comply with the terms of Section 2.6.
(f) As at the end of any Monthly Period, Calendar Month:
(i) the average of the Dilution Delinquency Ratios for as of the end of such Monthly Period Calendar Month and the two preceding Monthly Periods Calendar Months shall exceed 0.30% 4.0%;
(ii) the average of the Delinquency Loss-to-Liquidation Ratios for as of the end of such Monthly Period Calendar Month and the two preceding Monthly Periods Calendar Months shall exceed 3.502.25%, or ; or
(iii) the average of the Loss Dilution Ratios for as of the end of such Monthly Period Calendar Month and the two preceding Monthly Periods Calendar Months shall exceed 2.5013.5%.
(fg) A Change of Control shall occur.
(gh) A Material (i) As of the last day of any Fiscal Quarter occurring during any period set forth below, HBI permits the Leverage Ratio to be greater than the ratio set forth opposite such period: ; or
(ii) As of the last day of any Fiscal Quarter occurring during any period set forth below, HBI permits the Interest Coverage Ratio to be less than the ratio set forth opposite such period: ; or
(i) The Agent, for the benefit of the Purchasers, shall at any time for any reason fail to have a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security Collections and Collection Accounts, free and clear of any Adverse Effect shall occurClaims other than Adverse Claims in favor of the Agent for the benefit of the Purchasers.
(hi) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) final judgments for the payment of money shall be entered against Seller or (ii) any (A) judgment or order for the payment of money individually or in the aggregate in excess of $100,000 in the aggregate shall be entered against Seller, and either 50,000,000 (i) within thirty (30) days from the later of (A) the entry exclusive of any amounts fully covered by insurance (less any applicable deductible) or an indemnity by any other third party Person and as to which the insurer or such Person has acknowledged its responsibility to cover such judgment or decree order not denied in writing) shall be rendered against Servicer, Originator or the date any of any their respective Subsidiaries and 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 judgment shall not have been paid, vacated or discharged or vacated, stayed or in the case of a judgment, decree or award, stayed bonded pending appeal, or shall not have been discharged or vacated appeal within thirty (30) 45 days from after the entry of a final order of affirmance on appeal thereof or (ii) enforcement proceedings shall be have been commenced by any creditor on upon such judgment or order or (B) non-monetary judgment or order shall be rendered against Servicer, Originator or any such judgmentof their respective Subsidiaries that has had, decreeor could reasonably be expected to have, award or settlementa Material Adverse Effect.
(ik) (i) The a “Termination DateEvent” under and as defined in either the Receivables Sale Agreement shall occur under such the Receivables Sale Agreement, Agreement or (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, or (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 Second Tier Receivables Sale Agreement.
(jl) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of SellerSeller or Servicer, or the Program Agent for the benefit either Seller Party or Originator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of the 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 Lock-Boxes, Blocked Accounts and all agreements related theretothis Agreement.
(km) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess A Servicer Default occurs. All capitalized terms used in clause (h) above shall have been cured by a Special Adjustment Payment made the meaning assigned to such terms in accordance with Section 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)Exhibit XII hereto.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any any Seller Party shall fail (i) to make any payment or deposit deposit: (i) of Invested Amount when required hereunder to be made by it under the Transaction Documents (except any such payment required by Section 2.5); or (ii) of any other Recourse Obligation or amount not covered by clause (i) when due required to be made by it under the Transaction Documents and such failure continues for two three (3) consecutive Business Days, (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 Force Majeure Event, continues for two Business Days, (iii) 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and such failure shall continue for twenty consecutive 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.; or
(b) Any any representation, warranty, certification or statement made by any Seller Party in this Agreement, Agreement or any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or 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; provided that an Amortization Event or
(c) any Seller Party shall not occur default in connection with the performance of any covenant or indemnity (other than those covered by clause (a) above) under any Transaction Document and, (i) 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 breach period of ten (including 10) days after a Responsible Officer has notice thereof or (ii) with respect to delivery Section 8.7, such default shall continue uncured for a period of reports or other informationone (1) Business Day; or
(d) any Event of any of the representations in paragraphs (g), (i), (j), (r), (s), (t), (u) or (w) of Section 5.1 Bankruptcy shall occur with respect to any Receivable 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 if either 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 Investor Interests does not exceed 100% Eligible Receivables on or before three (3) Business Days after the earlier of (A) the date on which a recalculation Responsible Officer of Seller or any Servicer knew, or should have known, of such condition and (B) the date of delivery of the Investor Interests excluding most recent Weekly Report or Monthly Report to the Agents, so as to reduce such Receivable and all Receivables, if any, related percentage to such Related Security from the Net Receivable Pool Balance less than or equal to 100%; or (ii) the aggregate of Aggregate Net Investment shall exceed the Investor Interests does not exceed 100% after a 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.Facility Limit;
(c) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(d) Any Seller Party or the Originator (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 proceeding shall be instituted by or against any 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 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 (iii) any such Person shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d).
(ej) As at the end of any Monthly Period, calendar month:
(i) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods three months then most recently ended shall exceed 0.30% 3.60%;
(ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods three months then most recently ended shall exceed 3.501.25%, or ; or
(iii) the average of the Loss Default Ratios for such Monthly Period and the two preceding Monthly Periods three months then most recently ended shall exceed 2.500.80%.; or
(fk) A Change an Event of Control Default (as such term is defined in the Credit Agreement) shall occur.have occurred and be continuing under the Credit Agreement; or
(gl) A Material Adverse Effect shall occur.a notice of Lien has been filed against Seller, any Originator or any Servicer under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which such provisions apply; or
(hm) One a judgment or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) order for the payment of money in excess of $100,000 in the aggregate shall be entered rendered against Seller, and either ; or
(in) within thirty (30) days from any Originator or Seller Party shall challenge the later of (A) the entry enforceability of any such judgment Transaction Document 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 vacatedassert in writing, or engage in the case of a judgment, decree any action 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) enforcement proceedings shall be commenced by any creditor inaction based on any such judgmentassertion, decree, award or settlement.
(i) (i) The “Termination Date” under and as defined in either Sale Agreement shall occur under such Sale Agreement, (ii) that any provision of any of the Originator shall for any reason cease Transaction Documents has ceased to transfer, or cease to have the legal capacity to transfer, be or otherwise be incapable of transferring Receivables to Finance LLC under the First Tier Sale Agreementis not valid, or (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 Second Tier Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except binding and enforceable in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail (i) to make any payment or deposit of Capital required hereunder when due and (including, without limitation, any payment or deposit required pursuant to Section 2.6(b) hereof) and, in the case of any failure to make a timely payment or deposit solely by reason of any mechanical delay in or malfunction of the Fedwire system, such failure continues shall continue for two one (1) Business DaysDay 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) in the case of Servicer, to deliver make any report required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, (iii) to perform payment 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 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) or (ii) of this subsection (aiv) or 7.2 and such failure shall continue for three (3) consecutive Business Days, (iv) to comply with the provisions of Section 9.1(d)) and with respect to Servicer only, Section 8.2(b7.1 (c), (f), (g), (h), (j), (l) or (m) and such failure shall continue for five (5) consecutive Business 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 or (iiiv) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause clauses (i), (ii), (iii) or (iiiv) of this subsection paragraph (a) or Section 9.1(d)) and such failure shall continue for twenty ten (10) consecutive 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 thereofBusiness Days.
(b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (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; provided that an Amortization Event shall not 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 Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a 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) Failure of Seller to pay any Indebtedness when duedue in an amount in excess of $10,500, giving or the failure of any other Seller Party to pay Indebtedness when due in an amount in excess of $10,000,000; or the default by any Seller Party in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any applicable grace periodssuch Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.
(di) Any Seller Party or the Originator (i) any 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 proceeding shall be instituted by any Seller Party or any 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 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; (iii) any proceeding shall be instituted against any such Person Seller Party or any 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 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 which proceeding is not dismissed within 30 days of the institution thereof or (iiiiv) any such Person Seller Party or any Original Seller shall take any corporate or limited liability company action to authorize any of the actions set forth in clause (ii) above in this subsection (d).
(e) As at the end of any Monthly Periodfiscal month, (i) the average of the Delinquency Ratios for the three fiscal months most recently ended shall exceed 7.00% or the average of the Default Ratios for the three fiscal months most recently ended shall exceed 3.50% or the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods three fiscal months most recently ended shall exceed 0.30% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.50%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.506.50%.
(f) An "Event of Default" (as defined therein) by Interface of its obligations under Section 7.09 of the Interface Credit Facilities.
(i) A Change of Control shall occuroccur or exist, or (ii) any event or condition shall occur or exist that, pursuant to the terms of any Change in Control Provision, requires or permits the holder(s) of Interface Control Debt to require that such Interface Control Debt be redeemed, 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 occurrence of any event or condition described in the foregoing clauses (i) or (ii) until thirty (30) days after the first occurrence or existence of such event or condition.
(g) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) final judgments for the payment of money in an amount in excess of $100,000 10,500, individually or in the aggregate aggregate, shall be entered against SellerSeller or (ii) one or more final judgments for the payment of money in an amount in excess of $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 either (i) within such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days from the later without a stay 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlementexecution.
(i) (i) The “"Termination Date” " under and as defined in either the Receivables Sale Agreement shall occur under such the Receivables Sale Agreement, (ii) Agreement or the Seller or Originator shall for fail to observe any reason cease 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 transfer, enforce the terms and conditions of the Receivables Sale Agreement 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, or (iii) Finance LLC 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 Second Tier Receivables Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:
(ai) Any Seller Party shall fail (i) to make any payment or deposit of Capital required hereunder to be paid to the Administrative Agent for the benefit of any Purchaser Party under any Transaction Document and such failure under this clause (i) continues for one (1) Business Day after the date when due the same was required to be made; or (ii) any Seller Party shall fail to make any payment or deposit of any other amount required to be paid to or for the benefit of a Purchaser Party or another Indemnified Party under this Agreement or any other Transaction Document to which it is a party and such failure under this clause (ii) continues for two (2) Business Days after the date when the same was required to be made.
(b) Any Seller Party shall fail to perform or observe any covenant contained in any provision of Section 5.2, Section 6.2(c) or Section 6.6 (and, in the case of Section 6.6 only, such failure continues for two (2) Business Days, (ii) in Days after the case of Servicer, to deliver any report date when the same was required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, performed).
(iiic) Any Seller Party shall fail to perform or observe any termother covenant, covenant agreement 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement obligation hereunder (other than as referred to in clause (ianother paragraph of this Section 7.1) or (ii) of this subsection (a) or Section 9.1(d)) any other Transaction Document to which it is a party and such failure shall continue for twenty thirty (30) consecutive days after following the earlier to occur of receipt of written (i) notice thereof from the Program Administrative Agent or any Managing Agentother Purchaser Party of such non-performance or non-observance, or a (ii) the date on which an Authorized Officer of such Seller Party’s Responsible Officer’s actual knowledge thereofParty otherwise becomes aware of such non-performance or non-observance.
(bd) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or 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) in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representations, warranties, certifications representation or statements warranty which do not contain itself contains a materiality qualifierthreshold.
(e) On any Settlement Date, incorrect in any material respect when made after giving effect to the turnover and application of Collections and Deemed Collections, the Aggregate Capital shall exceed the Facility Limit or deemed made; provided that an Amortization Event Investment Excess shall not 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 be continuing.
(i) 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 the aggregate of same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable and all Receivablesapplicable grace period, if any, related specified in the agreement or instrument relating to such Related Security from Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable and all Receivablesapplicable grace period, if any, related 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 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) The 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 Related Security from 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 Net Receivable Pool Balance 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 Seller has made 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 payment required by, and in accordance with, Section 2.8stated maturity thereof.
(c) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(di) Any Seller Party Party, any Originator or the Originator (i) any other Significant 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; or or
(ii) any proceeding shall be instituted by any Seller Party, any Originator or any other Significant Subsidiary 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
(iii) any proceeding shall be instituted against any such Person Seller Party, any Originator or any other Significant Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, unless such proceeding is consented to or acquiesced in by the Performance Guarantor, the Servicer, such Originator or such Significant Subsidiary, such proceeding of the type described in this clause remains undismissed, unvacated or unstayed for a period of sixty (iii60) days; or
(iv) Any Seller Party, any such Person Originator or any Significant Subsidiary shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i), (ii) or (iii) above in this subsection (dg).
(eh) As at the end of any Monthly Period, (i) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 0.30% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.50%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.50%.
(f) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(h) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $100,000 in the aggregate shall be entered against 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlement.
(i) (i) The “Termination Date” under and as defined in 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, or (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 Second Tier Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).calendar month:
Appears in 1 contract
Sources: Receivables Purchase Agreement (Schneider National, Inc.)
Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event:
(a) Any Seller Party shall fail shall
(i) fail to make any payment or deposit required hereunder when due and such failure continues for two Business Daysdue, including, without limitation, any payment required under Section 2.6; or
(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 Force Majeure Event, continues for two Business Days, (iii) 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’s Responsible Officer’s actual knowledge thereof or (iii) 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) or (ii) of this subsection (a) or Section 9.1(dabove)) and such failure shall continue for twenty consecutive 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 thereofArticle VIII, three (3) Business Days; or
(C) in any other case, fifteen (15) days.
(b) Any representation, warranty, certification or statement report made by Provider or any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (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; provided that in the case of any representation or warranty that is determined to be incorrect when made or deemed made in respect of any Receivable, such event shall not constitute an Amortization Event shall not 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 Receivable no action is then required to be taken under Section 2.6 and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or (ii) the aggregate a Deemed Collection in respect of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable is timely made 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 recorded in accordance with, Section 2.8with the terms of this Agreement.
(c) Failure The occurrence of any of the following:
(i) The failure of Seller to pay any Indebtedness when due;
(ii) The failure of Provider, giving Originator or Servicer to pay any amount when due in respect of any Indebtedness outstanding in an aggregate amount in excess of $10,000,000 (“Material Indebtedness”);
(iii) The default by Provider, Originator or Servicer in the 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 prior to 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
(iv) With respect to the Bank Credit Agreement,
(A) any “Event of Default” under or in connection with the Bank Credit Agreement shall occur, or
(B) any other event, circumstance or condition having the effect of permitting the termination of any financing commitments or the acceleration of any outstanding Indebtedness or recourse to any applicable grace periodsguaranty or collateral for any outstanding Indebtedness under the Bank Credit Agreement shall occur or exist.
(d) Any Provider, Originator or any Seller Party or the Originator (i) any material domestic Subsidiary of 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 proceeding shall be instituted by or against Provider, Originator or any such Person Seller Party or any 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 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 (iii) Provider, Originator or any such Person Seller Party or any material domestic Subsidiary of Provider shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i) or (ii) above in this subsection (d).
(e) As at the end of any Monthly Accrual Period, ,
(i) the average Loss Ratio in respect of the Dilution Ratios for such Monthly Period and the two preceding Monthly three Accrual Periods then most recently ended shall exceed 0.30% 3.5%;
(ii) the average Delinquency Ratio in respect of the Delinquency Ratios for such Monthly Period and the two preceding Monthly three Accrual Periods then most recently ended shall exceed 3.5026%, or ; or
(iii) the average Dilution Ratio in respect of the Loss Ratios for such Monthly Period and the two preceding Monthly three Accrual Periods then most recently ended shall exceed 2.507.5%.
(f) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration final judgments for the payment of money shall be entered against Seller or binding mediation award(s(ii) and/or settlement(s) one or more final judgments for the payment of money in an amount in excess of $100,000 10,000,000, individually or in the aggregate aggregate, shall be entered against SellerProvider, Originator or the Servicer which is not covered by insurance or stayed on appeal or otherwise being appropriately contested in good faith and as to which no enforcement actions have been commenced, and either (i) within such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days from the later without a stay of execution.
(Ah) the entry of Originator shall fail to perform or observe any such judgment term, covenant or decree or the date of any such award or settlement (as applicable) and (B) the date any payment is agreement required to be made on or with respect performed by it under the Receivables Sale Agreement (subject to any such judgment, decree, award or settlement pursuant to cure periods in the terms thereof, the same shall not have been paid, discharged or vacatedReceivables Sale Agreement), 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlement.
(i) (i) The “Termination Date” under and as defined in either the Receivables Sale Agreement shall occur under such the Receivables Sale Agreement, (ii) the 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 Finance LLC under the First Tier Sale Agreement, or (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 Second Tier Receivables Sale Agreement.
(ji) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Sellereither Seller Party, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Agent for the benefit of the Investors 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 Lock-BoxesSecuritization Accounts.
(j) Provider shall fail to perform or observe any term, Blocked Accounts covenant or agreement required to be performed by it under the Performance Undertaking, or any term or provision of Performance Undertaking shall in any material respect cease to be effective or to be the legally valid, binding and all agreements related theretoenforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.
(k) With The senior implied issuer rating then assigned to Provider by Moody’s shall be B3 or less, or the long term local issuer credit rating then assigned to Provider by S&P shall be B- or less.
(l) The Reporting Completion Date with respect to any day, the aggregate system of the Investor Interests exceeds 100%; provided that such event Originator (other than the BAAN System and the PRMS system) shall not constitute an Amortization Event if such excess shall have been cured occurred by a Special Adjustment Payment made in accordance with Section 2.2March 31, 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)2005.
Appears in 1 contract
Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:
(ai) Any Seller Party shall fail (i) to make any payment or deposit of Capital required hereunder to be paid to the Administrative Agent for the benefit of any Purchaser under this Agreement and such failure under this clause (i) continues for one (1) Business Day after the date when due the same was required to be made; or (ii) any Seller Party shall fail to make any payment or deposit of any other amount required to be paid to a Purchaser, the Administrative Agent or an Indemnified Party under this Agreement or any other Transaction Document to which it is a party and such failure under this clause (ii) continues for two (2) Business Days after the date when the same was required to be made.
(b) Any Seller Party shall fail to perform or observe any covenant contained in any provision of Section 5.1(b)(vi), Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or Section 6.6 (and, (i) in the case of Section 6.6 only, such failure continues for two (2) Business Days, Days after the date when the same was required to be performed and (ii) in the case of ServicerSection 5.1(b)(vi) and Section 5.1(i)(vi) only, to deliver any report such failure continues for ten (10) Business Days after the date when the same was required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, performed).
(iiic) Any Seller Party shall fail to perform or observe any termother covenant, covenant agreement 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement obligation hereunder (other than as referred to in clause (ianother paragraph of this Section 7.1) or (ii) of this subsection (a) or Section 9.1(d)) any other Transaction Document to which it is a party and such failure shall continue for twenty thirty (30) consecutive days after Business Days following the earlier to occur of receipt of written (i) notice thereof from the Program Administrative Agent or any Managing AgentPurchaser of such non-performance or non-observance, or a (ii) the date on which an Authorized Officer of such Seller Party’s Responsible Officer’s actual knowledge thereofParty otherwise becomes aware of such non-performance or non-observance.
(bd) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or 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) in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representations, warranties, certifications representation or statements warranty which do not contain itself contains a materiality qualifier, incorrect in any material respect when made or deemed madethreshold; provided further that an Amortization Event shall not 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) case of Section 5.1 with respect 3.1(v) only, such failure continues for one (1) Business Day after the date when the representation, warranty, certification or statement was required to be made.
(e) On any Receivable or Related Security if either 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) 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 the aggregate of same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable and all Receivablesapplicable grace period, if any, related specified in the agreement or instrument relating to such Related Security from Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable and all Receivablesapplicable grace period, if any, related 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 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) 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 Related Security from 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 Net Receivable Pool Balance 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 Seller has made 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 payment required by, and in accordance with, Section 2.8stated maturity thereof.
(c) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(di) Any Seller Party Party, any Originator or the Originator (i) 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; or ;
(ii) any proceeding shall be instituted by 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;
(iii) any proceeding shall be instituted against any such Person 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 and, unless such proceeding is consented to or acquiesced in by Seller, such proceeding of the type described in this clause (iii) remains undismissed, 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 (B) 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 order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, unless such Person proceeding is consented to or acquiesced in by Performance Guarantor, Servicer, such 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
(v) Any Seller Party, any Originator or any Material Subsidiary shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i), (ii) or (iv) above in this subsection (dg).
(eh) As at the end of any Monthly Period, calendar month:
(i) the average of the Delinquency Ratios for the three months then most recently ended shall exceed 5.00%;
(ii) the average of the Default Ratios for the three months then most recently ended shall exceed 4.00%; or
(iii) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods three months then most recently ended shall exceed 0.30% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.50%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.508.00%.
(fi) A Change of Control shall occur.
(gj) A Material Adverse Effect shall occur.
(hi) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) final judgments for the payment of money in an amount in excess of $100,000 14,425, individually or in the aggregate aggregate, shall be entered against SellerSeller or (ii) one or more final judgments for the payment of money in an amount in excess of $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 either (i) within such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days from the later without a stay 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlementexecution.
(ik) Either (i) The the “Termination Date” under and as defined in either the Sale Agreement shall occur under such Sale Agreement, with respect to any Material Originator or (ii) the 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 Finance LLC under the First Tier Sale Agreement, or (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 Second Tier Sale 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 shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Originator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Administrative Agent for the benefit of the Investors 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 Lock-Boxes, Blocked Accounts and all agreements related theretoBox Accounts.
(kn) With The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables or Related Security and such lien shall not have been released within ten (10) Business Days.
(o) The PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that Receivables or Related Security and such event lien shall not constitute an Amortization Event if such excess shall have been cured released within ten (10) Business Days; or any of the following events shall occur with respect to any Pension Plan: (i) the institution of any steps by Performance Guarantor, any member of its Controlled Group or any other Person to terminate a Special Adjustment Payment made in accordance with Section 2.2Pension Plan if, if applicableas a result of such termination, Performance Guarantor or any such member could be required to make a contribution to such Pension Plan, or otherwise by an increase could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $10,000,000; of (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a lien under section 302(f) of ERISA.
(p) The Interest Coverage Ratio shall be less than 2.50 to 1.00 on May 31, 2011 or at the Net Receivable Pool Balance end of any fiscal quarter thereafter.
(q) The Debt to Capitalization Ratio shall be greater than 0.60 to 1.00 at any time.
(r) Any Subsidiary Originator shall commence or institute any lawsuit or similar proceeding seeking to collect payment under 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)applicable Subordinated Note.
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”:
(a) Any Seller Party shall fail (i) 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 (i) continues for one (1) Business Day after the date when due the same was required to be made; or (ii) any 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 a party and such failure under this clause (ii) continues for two (2) Business Days after the date when the same was required to be made.
(b) Any Seller Party shall fail to perform or observe any covenant contained in any provision of Section 5.1(b)(vi), Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or Section 6.6 (and, (i) in the case of Section 6.6 only, such failure continues for two (2) Business Days, Days after the date when the same was required to be performed and (ii) in the case of ServicerSection 5.1(b)(vi) and Section 5.1(i)(vi) only, to deliver any report such failure continues for ten (10) Business Days after the date when the same was required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, performed).
(iiic) Any Seller Party shall fail to perform or observe any termother covenant, covenant agreement 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’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement obligation hereunder (other than as referred to in clause (ianother paragraph of this Section 7.1) or (ii) of this subsection (a) or Section 9.1(d)) any other Transaction Document to which it is a party and such failure shall continue for twenty thirty (30) consecutive days after Business Days following the earlier to occur of receipt (i) notice from any Investor Party of written notice thereof from the Program Agent such non-performance or any Managing Agentnon-observance, or a (ii) the date on which an Authorized Officer of such Seller Party’s Responsible Officer’s actual knowledge thereofParty otherwise becomes aware of such non-performance or non-observance.
(bd) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or 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) in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representations, warranties, certifications representation or statements warranty which do not contain itself contains a materiality qualifier, incorrect in any material respect when made or deemed madethreshold; 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 statement was required to be made.
(e) On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, an Amortization Event Investment Excess shall not occur in connection with a breach exist and be continuing for one (including with respect 1) Business Day after such Settlement Date. [Intentionally Reserved].
(f) The Seller shall fail to delivery pay any principal of reports or other information) of premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when the representations in paragraphs same becomes due and payable (gwhether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (i), (j), (r), (s), (t), (u) or (w) of Section 5.1 with respect to any Receivable or Related Security if either (i) and such failure shall continue after the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable and all Receivablesapplicable grace period, if any, related specified in the agreement or instrument relating to such Related Security from Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the Net Receivable Pool Balance or (ii) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such Receivable and all Receivablesapplicable grace period, if any, related 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 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
(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 Related Security from 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 Net Receivable Pool Balance 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 Seller has made 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 payment required by, and in accordance with, Section 2.8stated maturity thereof.
(c) Failure of Seller to pay any Indebtedness when due, giving effect to any applicable grace periods.
(dg) Any Seller Party Party, any Originator or the Originator (i) 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; ;
(i) any proceeding shall be instituted by 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;
(ii) any proceeding shall be instituted by or against any such Person 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 and, unless such proceeding is consented to or acquiesced in by the Seller, such proceeding of the type described in this clause (iii) remains undismissed, 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 (B) 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 order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, unless such Person proceeding is consented to or acquiesced in by Performance Guarantor, Servicer, such 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 Seller Party, any Originator or any Material Subsidiary shall take any corporate or limited liability company action to authorize any of the actions set forth in clause clauses (i), (ii) or (iv) above in this subsection (dg).
(eh) As at the end of any Monthly Period, calendar month:
(i) the average of the Delinquency Ratios for the three months then most recently ended shall exceed 5.00%;
(ii) the average of the Default Ratios for the three months then most recently ended shall exceed 4.00%; or
(iii) the average of the Dilution Ratios for such Monthly Period and the two preceding Monthly Periods three months then most recently ended shall exceed 0.30% (ii) the average of the Delinquency Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 3.50%, or (iii) the average of the Loss Ratios for such Monthly Period and the two preceding Monthly Periods shall exceed 2.508.00%.
(fi) A Change of Control shall occur.
(g) A Material Adverse Effect shall occur.
(h) One or more judgments, decrees, arbitration or binding mediation award(s) and/or settlement(s) for the payment of money in excess of $100,000 in the aggregate shall be entered against 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) enforcement proceedings shall be commenced by any creditor on any such judgment, decree, award or settlement.
(i) (i) The “Termination Date” under and as defined in 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, or (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 Second Tier Sale Agreement.
(j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or the Program Agent for the benefit of the 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 Lock-Boxes, Blocked Accounts and all agreements related thereto.
(k) With respect to any day, the aggregate of the Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 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).
Appears in 1 contract
Sources: Receivables Purchase Agreement (Commercial Metals Co)