OF "ELIGIBLE
ORIGINATOR" HAVE BEEN SATISFIED.
(N)
NO DEBT.
THE BORROWER SHALL NOT INCUR ANY DEBT EXCEPT AS
CONTEMPLATED BY THE OPERATIVE DOCUMENTS.
ARTICLE 6
EVENTS OF DEFAULT AND FACILITY TERMINATION EVENTS
SECTION 6.1.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY ONE OR MORE OF
THE FOLLOWING EVENTS SHALL CONSTITUTE AN EVENT OF DEFAULT:
(A)
A DEFAULT IN THE PAYMENT OF ANY INTEREST ON THE VFN AT THE
APPLICABLE DISCOUNT RATE WHEN THE SAME BECOMES DUE AND PAYABLE;
(B)
A DEFAULT IN THE PAYMENT OF ANY PRINCIPAL OF THE VFN IN REDUCTION
OF THE NET INVESTMENT WHEN DUE AND PAYABLE;
(C)
ANY REPRESENTATION, WARRANTY, CERTIFICATION, OR STATEMENT MADE BY
THE BORROWER IN THIS LOAN AGREEMENT OR IN ANY OTHER DOCUMENT DELIVERED PURSUANT
HERETO OR OTHER OPERATIVE DOCUMENT SHALL PROVE TO HAVE BEEN INCORRECT IN ANY
MATERIAL RESPECT WHEN MADE OR DEEMED MADE (OTHER THAN ANY REPRESENTATION OR
WARRANTY OF THE BORROWER WITH RESPECT TO THE ACCOUNTS OR THE ELIGIBILITY
THEREOF);
(D)
FAILURE OF THE BORROWER TO PAY OR DEPOSIT ANY AMOUNTS (OTHER THAN
INTEREST OR PRINCIPAL DUE IN RESPECT OF THE VFN WHEN REQUIRED HEREUNDER OR UNDER
ANY OTHER OPERATIVE DOCUMENT AND SUCH DEFAULT SHALL CONTINUE UNREMEDIED FOR FIVE
(5) BUSINESS DAYS;
(E)
THE DEFAULT BY THE BORROWER IN THE PERFORMANCE OF ANY MATERIAL
COVENANT OR UNDERTAKING (I) TO BE PERFORMED OR OBSERVED UNDER SECTIONS 5.1(D),
5.2(B), (D), (E), (F), (G), OR (H) OR (II) TO BE PERFORMED OR OBSERVED BY THE
BORROWER UNDER ANY OTHER PROVISION HEREOF (OTHER THAN DESCRIBED IN PARAGRAPH (B)
OF THIS SECTION 6.1) OR UNDER ANY OTHER OPERATIVE DOCUMENT AND SUCH DEFAULT IN
THE CASE OF THIS CLAUSE (II) SHALL CONTINUE FOR THIRTY (30) DAYS;
(F)
ANY EVENT OF BANKRUPTCY SHALL OCCUR WITH RESPECT TO THE BORROWER;
(G)
THE TRUSTEE, 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;
(J)
THE DELINQUENCY RATIO WITH RESPECT TO THE ACCOUNTS OWNED BY THE