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 PLAN IF
THE ASSETS OF SUCH PENSION PLAN ARE INSUFFICIENT TO SATISFY ALL OF ITS BENEFIT
LIABILITIES (AS DETERMINED UNDER TITLE IV OF ERISA), OR A CONTRIBUTION FAILURE
OCCURS WITH RESPECT TO ANY PENSION PLAN WHICH IS SUFFICIENT TO GIVE RISE TO A
LIEN UNDER SECTION 302(F) OF ERISA;
(F)
ANY MATERIAL PROVISION OF THIS LOAN AGREEMENT OR ANY OTHER
OPERATIVE DOCUMENT TO WHICH THE ORIGINATOR, ANY ELIGIBLE ORIGINATOR OR THE
DEPOSITOR IS A PARTY SHALL CEASE TO BE IN FULL FORCE AND EFFECT OR THE
ORIGINATOR, ANY ELIGIBLE ORIGINATOR OR THE DEPOSITOR SHALL SO STATE IN WRITING;
OR
(G)
AN EVENT OF DEFAULT SHALL OCCUR.
SECTION 6.3.
REMEDIES.
(A)
IF AN EVENT OF DEFAULT DESCRIBED IN SECTION 6.1(F) HEREOF SHALL
OCCUR, THEN THE ENTIRE UNPAID PRINCIPAL AMOUNT OF THE VFN, TOGETHER WITH ACCRUED
AND UNPAID INTEREST THEREON, SHALL AUTOMATICALLY, WITHOUT ANY NOTICE,
DECLARATION OR ANY OTHER ACTION BECOME IMMEDIATELY DUE AND PAYABLE.
IF ANY
OTHER EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, THEN AND IN EVERY SUCH
CASE THE CONTROLLING PARTY MAY DECLARE THE ENTIRE PRINCIPAL OF AND ACCRUED
INTEREST ON THE VFN TO BE IMMEDIATELY DUE AND PAYABLE AND THE FACILITY
TERMINATION DATE TO HAVE OCCURRED, BY A NOTICE IN WRITING TO THE BORROWER AND
THE AGENT, AND UPON SUCH DECLARATION THE ENTIRE UNPAID