AGGREGATE OF THE NET INCOME OF FIFSG (DETERMINED IN ACCORDANCE WITH GAAP AND
WITHOUT DEDUCTION FOR ANY NET LOSSES) FOR SUCH FISCAL QUARTER AND ALL PRIOR
FISCAL QUARTERS ENDING AFTER JANUARY 31, 2005; AND
(DD)
THE DIRECT LOAN PERCENTAGE SHALL BE LESS THAN 30% ON ANY DAY.
SECTION 6.2
WIND-DOWN EVENTS.
The occurrence and continuation of any one of the following events shall be a
"Wind-Down Event" under this Agreement:
(A)
THE LIQUIDITY PROVIDER OR THE CREDIT SUPPORT PROVIDER SHALL HAVE
NOTIFIED THE COMPANY THAT AN EVENT OF DEFAULT HAS OCCURRED UNDER THE LIQUIDITY
AGREEMENT OR THE CREDIT SUPPORT AGREEMENT, RESPECTIVELY; OR
(B)
THE COMPANY'S COMMERCIAL PAPER SHALL NO LONGER BE RATED AT LEAST
"A-2", IN THE CASE OF S&P, AND AT LEAST "P-2", IN THE CASE OF MOODY'S.
SECTION 6.3
AMORTIZATION EVENTS.
The occurrence and continuance of any one of the following events shall be an
"Amortization Event" under this Agreement:
(A)
AT ANY TIME THE NET INVESTMENT EXCEEDS THE SUM OF (I) 93.0% OF THE
BORROWING BASE AND (II) THE AMOUNT ON DEPOSIT IN THE RESERVE ACCOUNT AND SUCH
CONDITION CONTINUES UNCURED;
(B)
THE SELLER FAILS TO MAINTAIN A WORKING CAPITAL FACILITY OF AT
LEAST $9,000,000;
52
(C)
THE SEMI-ANNUAL DUE DILIGENCE BY THE SURETY BOND PROVIDER (OR ITS
DESIGNEE) UNCOVERS RECEIVABLES REPRESENTING MORE THAN 10% OF THE SAMPLE WHICH
DISPLAY MATERIAL ADVERSE NON-COMPLIANCE WITH THE SELLER'S CREDIT GUIDELINES;
(D)
THE DEPARTURE OF BOTH TOMMY MOORE AND BENNIE DUCK FROM THE SELLER
IF REPLACEMENTS FOR SUCH INDIVIDUALS ACCEPTABLE TO THE SURETY BOND PROVIDER ARE
NOT APPOINTED WITHIN NINETY (90) DAYS;
(E)
FISC, AS SERVICER, IS NO LONGER OBLIGATED TO SERVICE NEW LOANS
ORIGINATED BY THE SELLER;
(F)
THE SELLER CHANGES ITS EXISTING LOAN VERIFICATION PROCEDURES IN
ANY MATERIAL RESPECT AND ITS NEW PROCEDURES ARE NOT ACCEPTABLE TO THE SURETY
BOND PROVIDER;
(G)
THERE OCCURS ANY MATERIAL ADVERSE CHANGE TO THE SELLER'S CREDIT
GUIDELINES, UNLESS SUCH CHANGE IS APPROVED BY THE SURETY BOND PROVIDER;
(H)
THE DELINQUENCY RATIO FOR THE SELLER'S TOTAL MANAGED PORTFOLIO
AVERAGED OVER ANY THREE CONSECUTIVE COLLECTION PERIODS SHALL EQUAL OR EXCEED
8.5%;
(I)
ON AND AFTER THE REMITTANCE DATE NEXT FOLLOWING THE FOURTH
COLLECTION PERIOD AFTER THE CLOSING DATE, THE ANNUALIZED NET DEFAULT RATIO FOR
THE SELLER'S TOTAL MANAGED PORTFOLIO AVERAGED OVER ANY THREE CONSECUTIVE
COLLECTION PERIODS IS GREATER THAN OR EQUAL TO 5.5%; AND
(J)
THE OCCURRENCE OF AN INSURANCE AGREEMENT AMORTIZATION EVENT.
SECTION 6.4
REMEDIES.
If a Termination Event as specified in Section 6.1 shall have occurred, the
Collateral Agent, at the written direction of Surety Bond Provider shall, or the
Company may, with the consent of the Surety Bond Provider, declare by written
notice to the Debtor any date as the date upon which the Note shall become due
and payable and, the Collateral Agent shall have all of the rights and remedies
provided to a secured creditor under the UCC by applicable law in respect
thereto.
In addition, the Company shall have the right to cease issuing
Commercial Paper.
The