BANKRUPTCY SHALL OCCUR WITH
RESPECT TO THE BORROWER;
(G)
THE COLLATERAL AGENT, FOR THE BENEFIT OF THE
SECURED PARTIES, SHALL, FOR ANY REASON, FAIL TO HAVE A VALID AND FIRST PRIORITY
PERFECTED SECURITY INTEREST IN THE COLLATERAL;
(H)
THERE SHALL HAVE OCCURRED ANY MATERIAL
ADVERSE CHANGE IN THE OPERATIONS OF THE BORROWER SINCE THE CLOSING DATE WHICH
WOULD HAVE OR REASONABLY COULD BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
THE SECURED PARTIES OR ANY OTHER EVENT SHALL HAVE OCCURRED WHICH MATERIALLY AND
ADVERSELY AFFECTS THE BORROWER'S ABILITY TO PERFORM UNDER THIS LOAN AGREEMENT OR
THE COLLECTIBILITY OF THE ACCOUNTS;
(I)
(I) THE AMOUNT ON DEPOSIT IN THE RESERVE
ACCOUNT FAILS TO REACH THE SPECIFIED RESERVE ACCOUNT REQUIREMENTS ON OR PRIOR TO
THE 15TH REMITTANCE DATE FOLLOWING THE CLOSING DATE OR ON OR PRIOR TO THE SIXTH
REMITTANCE DATE FOLLOWING A RESERVE ACCOUNT EVENT; PROVIDED THAT (II) FOR THE
PERIOD EXTENDING SIX (6) REMITTANCE DATES FOLLOWING EACH TAKE-OUT, THERE SHALL
BE NO EVENT OF DEFAULT UNDER THIS CLAUSE (I) UNLESS THE AMOUNT ON DEPOSIT IN THE
RESERVE ACCOUNT SHALL FAIL TO BE EQUAL TO OR GREATER THAN THE SUM OF (A) THE
SCHEDULED RESERVE ACCOUNT PAYMENT FOR SUCH REMITTANCE DATE AND (B) $1,000,000;
28
(J)
THE DELINQUENCY RATIO WITH RESPECT TO
THE ACCOUNTS OWNED BY THE BORROWER AVERAGED FOR ANY THREE CONSECUTIVE COLLECTION
PERIODS EXCEEDS 3.5%;
(K)
A BORROWING BASE DEFICIENCY SHALL EXIST
BEYOND THE CURE PERIOD SET FORTH IN SECTION 2.6(B) HEREOF;
(L)
THE DEFAULT RATIO WITH RESPECT TO THE
ACCOUNTS OWNED BY THE BORROWER AVERAGED FOR ANY THREE CONSECUTIVE COLLECTION
PERIODS EXCEEDS 6%;
(M)
THE BORROWER SHALL BECOME SUBJECT TO AN ENTITY
LEVEL TAX OR TO REGISTRATION AS AN INVESTMENT COMPANY UNDER THE INVESTMENT
COMPANY ACT; OR
(N)
THE DEFAULT BY THE BORROWER IN THE
PERFORMANCE OF ANY MATERIAL COVENANT OR UNDERTAKING TO BE PERFORMED OR OBSERVED
UNDER SECTION 5.1(A) HEREOF SHALL CONTINUE FOR TEN (10) BUSINESS DAYS.
SECTION 6.2.
FACILITY TERMINATION EVENTS.
THE
OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING EVENTS SHALL CONSTITUTE A
FACILITY TERMINATION EVENT:
(A)
ANY REPRESENTATION, WARRANTY,
CERTIFICATION, OR STATEMENT MADE BY THE DEPOSITOR, ANY ELIGIBLE ORIGINATOR OR
THE ORIGINATOR IN ANY OF THE OPERATIVE DOCUMENTS, SHALL PROVE TO HAVE BEEN
INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE (OTHER THAN ANY
REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCOUNTS OR THE ELIGIBILITY
THEREOF);
(B)
FAILURE OF THE ORIGINATOR, ANY ELIGIBLE
ORIGINATOR OR THE DEPOSITOR TO PAY OR DEPOSIT ANY AMOUNTS WHEN REQUIRED
HEREUNDER OR UNDER ANY OTHER OPERATIVE DOCUMENT;
(C)
THE DEFAULT BY ANY ELIGIBLE ORIGINATOR, THE
ORIGINATOR OR THE DEPOSITOR, IN THE PERFORMANCE OF ANY COVENANT OR UNDERTAKING,
(OTHER THAN, WITH RESPECT TO THE DEPOSITOR, IN ITS CAPACITY AS MASTER SERVICER)
TO BE PERFORMED OR OBSERVED UNDER ANY OPERATIVE DOCUMENT AND SUCH DEFAULT
CONTINUES UNREMEDIED FOR THIRTY (30) DAYS;
(D)
A SERVICER DEFAULT OR AN EVENT OF DEFAULT
UNDER THE SUBSERVICING AGREEMENTS SHALL HAVE OCCURRED;
(E)
ANY PERSON SHALL INSTITUTE STEPS TO
TERMINATE ANY PENSION