SUCH DEBT AND SHALL CONTINUE AFTER THE APPLICABLE
NOTICE, CURE OR GRACE PERIOD, IF ANY, SPECIFIED IN SUCH AGREEMENT OR INSTRUMENT,
IF THE EFFECT OF SUCH EVENT OR CONDITION IS TO ACCELERATE, OR TO PERMIT THE
ACCELERATION OF, THE MATURITY OF SUCH DEBT; OR ANY SUCH DEBT SHALL BE DECLARED
TO BE DUE AND PAYABLE, OR REQUIRED TO BE PREPAID (OTHER THAN BY A REGULARLY
SCHEDULED REQUIRED PREPAYMENT), REDEEMED, PURCHASED OR DEFEASED, OR AN OFFER TO
REPAY, REDEEM, PURCHASE OR DEFEASE SUCH DEBT SHALL BE REQUIRED TO BE MADE, IN
EACH CASE PRIOR TO THE STATED MATURITY THEREOF; OR
(E)
ANY SERVICER DEFAULT; OR
(F)
THIS AGREEMENT SHALL FOR ANY REASON (OTHER THAN PURSUANT TO THE
TERMS HEREOF) CEASE TO CREATE, OR ANY RECEIVABLE INTEREST SHALL FOR ANY REASON
CEASE TO BE, A VALID AND PERFECTED FIRST PRIORITY UNDIVIDED PERCENTAGE OWNERSHIP
INTEREST TO THE EXTENT OF THE PERTINENT RECEIVABLE INTEREST IN EACH APPLICABLE
POOL RECEIVABLE AND THE RELATED SECURITY AND COLLECTIONS WITH RESPECT THERETO;
OR THE SECURITY INTEREST CREATED PURSUANT TO SECTION 2.11 SHALL FOR ANY REASON
CEASE TO BE A VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE
COLLATERAL; OR
(G)
THE SELLER OR ANY ORIGINATOR SHALL GENERALLY NOT PAY ITS DEBTS AS
SUCH DEBTS BECOME DUE, OR SHALL ADMIT IN WRITING ITS INABILITY TO PAY ITS DEBTS
GENERALLY, OR SHALL MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR
ANY PROCEEDING SHALL BE INSTITUTED BY OR AGAINST THE SELLER OR ANY ORIGINATOR
SEEKING TO ADJUDICATE IT A BANKRUPT OR INSOLVENT, OR SEEKING LIQUIDATION,
WINDING UP, REORGANIZATION, ARRANGEMENT, ADJUSTMENT, PROTECTION, RELIEF, OR
COMPOSITION OF IT OR ITS DEBTS UNDER ANY LAW RELATING TO BANKRUPTCY, INSOLVENCY
OR REORGANIZATION OR RELIEF OF DEBTORS, OR SEEKING THE ENTRY OF AN ORDER FOR
RELIEF OR THE APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN OR OTHER SIMILAR
OFFICIAL FOR IT OR FOR ANY SUBSTANTIAL PART OF ITS PROPERTY AND, IN THE CASE OF
ANY SUCH PROCEEDING INSTITUTED AGAINST IT (BUT NOT INSTITUTED BY IT), EITHER
SUCH PROCEEDING SHALL REMAIN UNDISMISSED OR UNSTAYED FOR A PERIOD OF 60 DAYS, OR
ANY OF THE ACTIONS SOUGHT IN SUCH PROCEEDING (INCLUDING, WITHOUT LIMITATION, THE
ENTRY OF AN ORDER FOR RELIEF AGAINST, OR THE APPOINTMENT OF A RECEIVER, TRUSTEE,
CUSTODIAN OR OTHER SIMILAR OFFICIAL FOR, IT OR FOR ANY SUBSTANTIAL PART OF ITS
PROPERTY) SHALL OCCUR; OR THE SELLER OR ANY ORIGINATOR SHALL TAKE ANY CORPORATE
OR LIMITED LIABILITY COMPANY ACTION, AS APPLICABLE, TO AUTHORIZE ANY OF THE
ACTIONS SET FORTH ABOVE IN THIS SUBSECTION (G); OR
(H)
AS OF THE LAST DAY OF ANY CALENDAR MONTH, EITHER (I) THE 3-MONTH
ROLLING AVERAGE DEFAULT RATIO SHALL EXCEED 6.50%, (II) THE 3-MONTH ROLLING
AVERAGE DELINQUENCY RATIO SHALL EXCEED 7.00%, (III) THE 3-MONTH ROLLING AVERAGE
DILUTION RATIO SHALL EXCEED 6.50%, OR (IV) THE LOSS-TO-LIQUIDATION RATIO SHALL
EXCEED 0.50%; OR
(I)
THE PERCENTAGE FACTOR SHALL ON ANY BUSINESS DAY BE GREATER THAN
THE MAXIMUM PERCENTAGE FACTOR AS OF SUCH DATE, UNLESS THE PERCENTAGE FACTOR
SHALL BE REDUCED TO AN AMOUNT