**Exhibit 10.13**

 
|  | 1345 AVENUE OF THE AMERICAS

46TH FLOOR

NEW YORK, NY 10105

TEL 212 798-6100 |
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December 2, 2009

 

**VIAFACSIMILE AND OVERNIGHT MAIL**

 

SUMMITALTERNATIVE INVESTMENTS, LLC

50West Liberty Street, Suite 980

Reno,Nevada 89501

 

SUMMITCONSUMER RECEIVABLES FUND, L.P.

50West Liberty Street, Suite 980

Reno,Nevada 89501

 

SSPE,LLC

50West Liberty Street, Suite 980 

Reno,Nevada 89501

Attention:Eric J. Gangloff

 

SSPEINVESTMENT TRUST I 

50West Liberty Street, Suite 980 

Reno,Nevada 89501

 

CLSTASSET TRUST II 

815E. Market Street

Akron,Ohio 44305

 

Re:Notice of Default and Servicer Default 

 

Ladiesand Gentlemen:

 

Referenceis made herein to that certain Second Amended and Restated Revolving CreditAgreement, dated as of December 10, 2008 (as amended, modified, supplemented orrestated from time to time, the “CreditAgreement”), by and among CLST Asset Trust II, a Delaware statutorytrust, as a borrower (“Trust II”),SSPE Investment Trust I, a Delaware statutory trust, as a borrower (“Trust I”), SSPE, LLC, aDelaware limited liability company, as a borrower (the “LLC Borrower” and, together with Trust I and Trust II, the“Borrowers”), Summit ConsumerReceivables Fund, L.P., a Delaware limited partnership, as the originator (the “Originator”) and as a guarantor,Summit Alternative Investments, LLC, a Nevada limited liability company, as theservicer (the “Servicer”), EricJ. Gangloff, as a guarantor, the Lenders party thereto, Fortress Credit Corp. (“Fortress”), as the administrativeagent for the Lenders (in such capacity, the

 

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“Administrative Agent”), U.S. Bank NationalAssociation, as the Collateral Custodian and Lyon Financial Services, Inc.(d/b/a U.S. Bank Portfolio Services), as the Backup Servicer. Capitalized termsused herein but not otherwise defined shall have the meanings assigned to suchterms in the Credit Agreement.

 

Wehereby call to your attention that a Servicer Default has occurred and iscontinuing pursuant to Section 6.12(h) of the Credit Agreement as a result of aMaterial Adverse Effect with respect to the Servicer. In particular, the eventgiving rise to the Material Adverse Effect is the failure of Fair FinanceCompany, in its capacity as a Sub-Servicer, to perform its servicing dutieswith respect to that portion of the Receivables portfolio for which it has beenretained as Sub-Servicer under its Sub-Servicing Agreement as a result of theongoing federal investigation of each of Timothy Durham and Fair FinanceCompany. Since Summit Alternative Investments, LLC does not actively servicethe referenced Receivables, the consequence of this event is that there is noentity performing the primary “Servicer” functions set forth in the CreditAgreement. As you are aware, a Servicer Default gives rise to an Event ofDefault pursuant to Section 10.1(g) of the Credit Agreement.

 

Underthe terms of the Credit Agreement and the other Transaction Documents, theexistence of such an Event of Default entitles the Administrative Agent, forthe benefit of the Lenders, to exercise any and all of the rights and remediesprovided in the Credit Agreement, the Securities Account Control Agreement andother Transaction Documents as set forth therein and/or as provided for underapplicable law, including without limitation, declaring the Variable FundingNotes to be immediately due and payable in full without presentment, demand,protest or notice of any kind and enforcing all rights and remedies withrespect to the Collateral.

 

TheAdministrative Agent and the Lenders have reserved, and continue to reserve,their rights to, at any time, take any and all actions, and exercise any andall rights, powers, privileges and remedies authorized or permitted under theCredit Agreement, the Securities Account Control Agreement or any otherTransaction Document and/or applicable law, at any time in its sole andabsolute discretion. No delay by the Administrative Agent or the Lenders in theexercise of any right, power, privilege or remedy against the Borrowers oragainst any Collateral shall constitute or be deemed a waiver of any suchright, power, privilege or remedy, each of which is and shall be expresslyreserved. Furthermore, any prior or current discussions (oral and written) orcourse of conduct between Fortress, on the one hand, and any Borrower, the Originator,the Servicer or any Guarantor, on the other hand, is not and has not beenintended to constitute a waiver of any such rights, powers, privileges orremedies, or an amendment of the Credit Agreement, the Securities AccountControl Agreement or any other Transaction Document.

 

Notwithstandingthe foregoing, Fortress, as it continues to evaluate the situation, expects andrequires each Borrower, the Servicer and the Originator each to timely complywith its respective duties and obligations under the provisions of the CreditAgreement and the other Transaction Documents.

 

Shouldyou have any questions concerning the above, please contact DeWayne Chin at(212) 515-4659.

 

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|   | Very  truly yours,        |
|--------|---------------------------|
|   |                      |
|   | **FORTRESS CREDIT CORP.** |
|   | ** **                |
|   |                      |
|   | By:                       | /s/ Constantine M. Dakolias |
|   | Name:                     | CONSTANTINE M. DAKOLIAS |
|   | Title:                    | PRESIDENT |

 

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