and (ii) not materially adversely affecting the financial condition
of such Originator or such ERISA Affiliate or the ability of any Transaction
Party or the Borrower to perform its duties hereunder or under the Related
Documents); or
(K)
ANY GOVERNMENTAL AUTHORITY (INCLUDING THE IRS OR THE PBGC) SHALL
FILE NOTICE OF A LIEN WITH REGARD TO ANY OF THE ASSETS OF THE BORROWER,
INCLUDING, WITHOUT LIMITATION, ANY LIEN ON ANY BORROWER COLLATERAL UNDER
SECTION 412 OF THE IRC OR SECTION 302 OR 4068 OF ERISA; OR
(L)
(1) THERE SHALL HAVE OCCURRED ANY EVENT WHICH, IN THE REASONABLE
JUDGMENT OF THE ADMINISTRATIVE AGENT, MATERIALLY AND ADVERSELY IMPAIRS (I) THE
ABILITY OF ANY ORIGINATOR TO ORIGINATE RECEIVABLES OF A CREDIT QUALITY WHICH ARE
AT LEAST OF THE CREDIT QUALITY OF THE RECEIVABLES AS OF THE EFFECTIVE DATE,
(II) THE FINANCIAL CONDITION OR OPERATIONS OF ANY ORIGINATOR OR THE BORROWER, OR
(III) THE COLLECTIBILITY OF RECEIVABLES, OR (2) THE ADMINISTRATIVE AGENT SHALL
HAVE DETERMINED (AND SO NOTIFIED THE BORROWER) THAT ANY EVENT OR CONDITION THAT
HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE OR RESULT IN A MATERIAL ADVERSE
EFFECT HAS OCCURRED; OR
(M)
THE SALE AGREEMENT SHALL FOR ANY REASON CEASE TO EVIDENCE THE
TRANSFER TO THE BORROWER OF THE LEGAL AND EQUITABLE TITLE TO, AND OWNERSHIP OF,
THE TRANSFERRED RECEIVABLES; OR
(N)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ANY ACCOUNT
AGREEMENT OR THE SALE AGREEMENT SHALL HAVE BEEN MODIFIED, AMENDED OR TERMINATED
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT; OR
(O)
(I) ANY EVENT OF SERVICER TERMINATION SPECIFIED IN
SECTION 8.01(A) THROUGH (M) OF THE SALE AGREEMENT SHALL HAVE OCCURRED, OR
(II) AN EVENT OF SERVICER TERMINATION SPECIFIED IN SECTION 8.01(N) OF THE SALE
AGREEMENT SHALL HAVE OCCURRED; OR
(P)
(A) THE BORROWER SHALL CEASE TO HOLD VALID AND PROPERLY PERFECTED
TITLE TO AND SOLE RECORD AND BENEFICIAL OWNERSHIP IN THE TRANSFERRED RECEIVABLES
AND THE OTHER BORROWER COLLATERAL OR (B) THE ADMINISTRATIVE AGENT (ON BEHALF OF
THE LENDERS) SHALL CEASE TO HOLD A FIRST PRIORITY, PERFECTED LIEN IN THE
TRANSFERRED RECEIVABLES OR ANY OF THE BORROWER COLLATERAL; OR
(Q)
A CHANGE OF CONTROL SHALL OCCUR; OR
(R)
THE BORROWER SHALL AMEND ITS CERTIFICATE OF FORMATION OR LIMITED
LIABILITY COMPANY AGREEMENT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE
REQUISITE LENDERS AND THE ADMINISTRATIVE AGENT; OR
(S)
THE BORROWER SHALL HAVE RECEIVED AN ELECTION NOTICE PURSUANT TO
SECTION 2.01(D) OF THE SALE AGREEMENT; OR
(T)
(I) THE DEFAULT RATIO SHALL EXCEED 3.0%; (II) THE DELINQUENCY
RATIO SHALL EXCEED 2.5%; (III) THE DILUTION TRIGGER RATIO SHALL EXCEED 3.0% OR
(IV) THE RECEIVABLES COLLECTION TURNOVER SHALL EXCEED 45 DAYS; OR
42
(U)
ANY MATERIAL PROVISION OF ANY RELATED DOCUMENT SHALL FOR ANY
REASON CEASE TO BE VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS
(OR ANY ORIGINATOR OR THE BORROWER SHALL CHALLENGE THE ENFORCEABILITY OF ANY
RELATED DOCUMENT OR SHALL ASSERT IN WRITING, OR ENGAGE IN ANY ACTION OR INACTION
BASED ON ANY SUCH ASSERTION, THAT ANY PROVISION