Material Exceptions. A material exception in any audit conducted pursuant to Section 5.9 which is not cured within ten (10) Business Days of the earlier to occur of an Authorized Officer of the applicable Credit Party having knowledge thereof or an Authorized Officer of the applicable Credit Party receiving written notice thereof from the Administrative Agent; or
Material Exceptions. An exception in any audit conducted pursuant to Section 5.4 which could reasonably be expected to have a material and adverse effect on the interests of any Lender or any Agent and which is not cured within ten (10) Business Days of the earlier to occur of an Authorized Officer of CPS or of the Borrower having knowledge thereof or an Authorized Officer of CPS or of the Borrower receiving written notice thereof from either Lead Agent; THEN, (A) upon the occurrence of any Event of Default described in Section 7.1(h), 7.1(i), or 7.1(j) automatically, and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) the Lead Agents and the Requisite Lenders, upon written notice to the Borrower and the Backup Servicer by the Administrative Agent, (x) the Revolving Commitments, if any, shall immediately terminate; (y) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (1) the unpaid principal amount of and accrued interest on the Loans and (2) all other Obligations; and (z) the Administrative Agent shall cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents. Upon the occurrence of any Event of Default, the Borrower or CPS may repay the Loans without any call protection or prepayment penalty, in whole and not in part, and terminate the Facility pursuant to the terms of this Agreement; provided, however, that if the Lead Agents believe, in their reasonable discretion, that such Event of Default is a Purposeful Event of Default, Borrower or CPS may only repay the Loans in accordance with Section 2.9.
Material Exceptions. A material exception in any audit conducted pursuant to Section 5.4 which is not cured within ten (10) Business Days of the earlier to occur of an Authorized Officer of CPS or of the Borrower having knowledge thereof or an Authorized Officer of CPS or of the Borrower receiving written notice thereof from either Lead Agent; THEN, (A) upon the occurrence of any Event of Default described in Section 7.1(h), 7.1(i), or 7.1(j) automatically, and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) the Lead Agents and the Requisite Lenders, upon written notice to the Borrower and the Backup Servicer by the Administrative Agent, (x) the Revolving Commitments, if any, shall immediately terminate; (y) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (1) the unpaid principal amount of and accrued interest on the Revolving Loans and (2) all other Obligations; and (z) the Administrative Agent shall cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents.
Material Exceptions. 1. The applicable Obligor Note (a) is not an original or an Authoritative Copy and an original executed Lost Note Affidavit has not been received by the Custodian, (b) has an original loan amount that is missing, (c) does not contain the name of the Obligor Note payee/mortgagee, (d) indicates an original loan amount or Loan/Contract Number that does not agree with the applicable Schedule of Timeshare Loans or Mortgage (but only if any such discrepancy exceeds $10.00), (e) contains an alteration to a material provision thereof which is noted on the face of the Obligor Note which alteration is not initialed by all makers; provided, however, that if such alteration is merely the filling in or the completion of the maturity date or first payment date, then such alteration shall not constitute a Material Exception, notwithstanding the maker’s failure to initial such alteration, (f) does not contain a complete chain of endorsements (via original, photocopied, electronic copied or stamped signature) from the original holder of such Obligor Note to the last endorsee thereof (the “Last Endorsee”); provided, however, that with respect to any Right-to-Use Interest in connection with which there is a Purchase Contract but not an Obligor Note, an original or a copy of a bulk or individual assignment of such Purchase Contract shall not be required to be included in the applicable Timeshare Loan File, or (g) is not further endorsed by the Last Endorsee (via original, photocopied, electronic copied or stamped signature) in either of the manners set forth in Exhibit A or Exhibit B to this Annex A (except with respect to any Right-to-Use Interest in connection with which no purchase money promissory note was executed by the purchaser thereof).
Material Exceptions. A material exception in any audit conducted pursuant to Section 5.8 or Section 3.04 of the Servicing Agreement which is not cured within ten (10) Business Days of the earlier to occur of an Authorized Officer of the applicable NF Party or Holding having knowledge thereof or an Authorized Officer of the applicable NF Party or Holding receiving written notice thereof from the Administrative Agent or any Lender; or
