THE PAYMENT
OF ANY AMOUNT REQUIRED TO BE MADE UNDER THE TERMS OF THIS AGREEMENT; OR
(B)
THE BORROWING BASE TEST SHALL NOT BE MET,
AND SUCH FAILURE SHALL CONTINUE FOR MORE THAN TWO (2) BUSINESS DAYS; OR
(C)
(I) THE BORROWER SHALL FAIL TO PERFORM OR
OBSERVE IN ANY MATERIAL RESPECT ANY OTHER COVENANT OR OTHER AGREEMENT OF THE
BORROWER SET FORTH IN THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT TO WHICH
IT IS A PARTY, OR (II) THE ORIGINATOR SHALL FAIL TO PERFORM OR OBSERVE IN ANY
MATERIAL RESPECT ANY TERM, COVENANT OR AGREEMENT OF SUCH ORIGINATOR SET FORTH IN
ANY OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY, IN EACH CASE WHEN SUCH
FAILURE CONTINUES UNREMEDIED FOR MORE THAN FIVE (5) DAYS AFTER THE FIRST TO
OCCUR OF (I) THE DATE ON WHICH WRITTEN NOTICE OF SUCH FAILURE REQUIRING THE SAME
TO BE REMEDIED SHALL HAVE BEEN GIVEN TO SUCH PERSON BY THE ADMINISTRATIVE AGENT,
ANY MANAGING AGENT OR THE COLLATERAL CUSTODIAN AND (II) THE DATE ON WHICH SUCH
PERSON BECOMES OR SHOULD HAVE BECOME AWARE THEREOF; OR
(D)
ANY REPRESENTATION OR WARRANTY MADE OR
DEEMED MADE HEREUNDER SHALL PROVE TO BE INCORRECT IN ANY MATERIAL RESPECT AS OF
THE TIME WHEN THE SAME SHALL HAVE BEEN MADE; OR
(E)
AN INSOLVENCY EVENT SHALL OCCUR WITH
RESPECT TO THE BORROWER OR THE ORIGINATOR; OR
(F)
A SERVICER TERMINATION EVENT OCCURS; OR
(G)
ANY CHANGE-IN-CONTROL OF THE BORROWER OR
ORIGINATOR OCCURS; OR
(H)
THE BORROWER OR THE SERVICER DEFAULTS IN
MAKING ANY PAYMENT REQUIRED TO BE MADE UNDER ANY MATERIAL AGREEMENT FOR BORROWED
MONEY TO WHICH EITHER IS A PARTY AND SUCH DEFAULT IS NOT CURED WITHIN THE
RELEVANT CURE PERIOD; OR
(I)
THE ADMINISTRATIVE AGENT, AS AGENT FOR
THE SECURED PARTIES, SHALL FAIL FOR ANY REASON TO HAVE A VALID AND PERFECTED
FIRST PRIORITY SECURITY INTEREST IN ANY OF THE COLLATERAL; OR
(J)
(I) A FINAL JUDGMENT FOR THE PAYMENT OF
MONEY IN EXCESS OF (A) $5,000,000 SHALL HAVE BEEN RENDERED AGAINST THE
ORIGINATOR OR (B) $100,000 AGAINST THE BORROWER BY A COURT OF COMPETENT
JURISDICTION AND, IF SUCH JUDGMENT RELATES TO THE ORIGINATOR, SUCH JUDGMENT,
DECREE OR ORDER SHALL CONTINUE UNSATISFIED AND IN EFFECT FOR ANY PERIOD OF 30
CONSECUTIVE DAYS WITHOUT A STAY
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OF EXECUTION, OR (II) THE ORIGINATOR OR THE BORROWER, AS THE CASE MAY BE, SHALL
HAVE MADE PAYMENTS OF AMOUNTS IN EXCESS OF $5,000,000 OR $50,000, RESPECTIVELY,
IN SETTLEMENT OF ANY LITIGATION; OR
(K)
THE BORROWER OR THE SERVICER AGREES OR
CONSENTS TO, OR OTHERWISE PERMITS TO OCCUR, ANY AMENDMENT, MODIFICATION, CHANGE,
SUPPLEMENT OR RECESSION OF OR TO THE CREDIT AND COLLECTION POLICY IN WHOLE OR IN
PART THAT COULD HAVE A MATERIAL ADVERSE EFFECT UPON THE TRANSFERRED LOANS OR
INTEREST OF ANY LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT; OR
(L)
ON ANY DAY, EITHER (I) THE HEDGE
NOTIONAL AMOUNT IS LESS THAN THE REQUIRED NOTIONAL AMOUNT, OR (II) ANY HEDGE
TRANSACTION FAILS TO MEET