(EXCEPT IN ACCORDANCE WITH ITS TERMS), IN
WHOLE OR IN PART, TERMINATE, CEASE TO BE EFFECTIVE OR CEASE TO BE THE LEGALLY
VALID, BINDING AND ENFORCEABLE OBLIGATION OF THE BORROWER; OR (II) THE BORROWER,
THE SELLER, THE SERVICER, THE GUARANTOR, CCRT OR CAR OR ANY OTHER PARTY SHALL,
DIRECTLY OR INDIRECTLY, CONTEST IN ANY MANNER THE EFFECTIVENESS, VALIDITY,
BINDING NATURE OR ENFORCEABILITY OF ANY TRANSACTION DOCUMENT TO WHICH IT IS A
PARTY; OR (III) ANY SECURITY INTEREST SECURING ANY OBLIGATION SHALL, IN WHOLE OR
IN PART, CEASE TO BE A PERFECTED FIRST PRIORITY SECURITY INTEREST (EXCEPT, AS TO
PRIORITY, FOR PERMITTED LIENS THAT MAY ARISE AFTER THE APPLICABLE PURCHASE DATE
AND AS PROVIDED IN CLAUSE (B) ABOVE) AGAINST THE BORROWER;
A SERVICER DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
THE DELINQUENCY RATIO EXCEEDS ***;
THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF ELIGIBLE RECEIVABLES RELATING TO
DEALERS WITH DEALER RESERVE PERCENTAGES LESS THAN 15% EXCEEDS *** OF AGGREGATE
OUTSTANDING PRINCIPAL BALANCE OF ALL ELIGIBLE RECEIVABLES;
THE CHARGE-OFF RATIO EXCEEDS (I) DURING ANY PERIOD OTHER THAN A PERIOD THAT
INCLUDES ANY COLLECTION PERIOD THAT ENCOMPASSES ANY MONTH OCCURRING DURING THE
PERIOD OF DECEMBER THROUGH MARCH OF ANY YEAR, *** OR (II) DURING A PERIOD THAT
INCLUDES ANY COLLECTION PERIOD THAT ENCOMPASSES ANY MONTH OCCURRING DURING THE
PERIOD OF DECEMBER THROUGH AND INCLUDING MARCH OF ANY YEAR, ***;
CCRT FAILS TO OWN DIRECTLY OR INDIRECTLY *** OF THE OUTSTANDING EQUITY IN THE
BORROWER;
CAR SHALL MAKE ANY PAYMENT, DIVIDEND OR OTHER DISTRIBUTION TO CCRT OR ANY OF ITS
AFFILIATES OR TO THE PRINCIPALS OF CCRT OR CAR AND THE AGGREGATE AMOUNT OF SUCH
PAYMENTS, DIVIDENDS AND OTHER DISTRIBUTIONS EXCEEDS OF *** WITHOUT THE PRIOR
CONSENT OF THE ADMINISTRATIVE AGENT (NOT TO INCLUDE AMOUNTS PAID FROM TIME TO
TIME IN ACCORDANCE WITH THE TRANSACTION DOCUMENTS TO THE SERVICER FOR SERVICING
THE RECEIVABLES RELATING TO ANY TRANSFERRED DEALER TRANSACTION RIGHT OR FOR ANY
TAX PAYMENT DUE IN ACCORDANCE WITH THE TRANSACTION DOCUMENTS);
THE SELLER SHALL INCUR INDEBTEDNESS (OTHER THEN ANY INDEBTEDNESS INCURRED
PURSUANT TO THE TRANSACTION DOCUMENTS) AFTER THE DATE HEREOF IN AN AGGREGATE
PRINCIPAL AMOUNT IN EXCESS OF *** WITHOUT THE PRIOR CONSENT OF THE
ADMINISTRATIVE AGENT;
THE POOL DISCOUNT/RESERVE PERCENTAGE EXCEEDS ***; OR
THE OCCURRENCE OF AN EVENT OF DEFAULT.
EVENTS OF DEFAULT.
EACH OF THE FOLLOWING SHALL CONSTITUTE AN EVENT OF DEFAULT
UNDER THIS AGREEMENT:
48
DEFAULT IN THE PAYMENT WHEN DUE OF ANY PRINCIPAL OF ANY ADVANCE, WHICH DEFAULT
SHALL CONTINUE UNREMEDIED FOR ONE BUSINESS DAY, OR DEFAULT IN THE PAYMENT OF ANY
OTHER AMOUNT PAYABLE BY THE BORROWER OR CAR (IN ANY CAPACITY) HEREUNDER,
INCLUDING, WITHOUT LIMITATION, ANY YIELD ON ANY ADVANCE OR ANY FEES WHICH
DEFAULT SHALL CONTINUE FOR TWO BUSINESS DAYS;
THE BORROWER, CAR (IN ANY CAPACITY), THE SERVICER OR CCRT SHALL FAIL TO PERFORM
IN ANY MATERIAL RESPECT ANY COVENANT APPLICABLE TO IT CONTAINED IN THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND, EXCEPT IN THE CASE OF THE
COVENANTS AND AGREEMENTS CONTAINED IN SECTIONS 11.7 AND