ASSERT THAT
ITS OBLIGATIONS THEREUNDER ARE DISCONTINUED, INVALID OR UNENFORCEABLE FOR ANY
REASON (OTHER THAN THOSE ENUMERATED IN THE FIRST PARENTHETICAL ABOVE); THE LIENS
CREATED BY THE COLLATERAL DOCUMENTS SHALL AT ANY TIME NOT CONSTITUTE A VALID AND
PERFECTED LIEN ON THE COLLATERAL INTENDED TO BE COVERED THEREBY (TO THE EXTENT
PERFECTION BY FILING, REGISTRATION, RECORDATION, OR POSSESSION IS REQUIRED
HEREIN OR THEREIN) IN FAVOR OF THE AGENT, HAVING THE PRIORITY CONTEMPLATED BY
THE COLLATERAL DOCUMENTS (EXCEPT TO THE EXTENT SUCH LIENS HAVE BEEN RELEASED IN
ACCORDANCE WITH THIS AGREEMENT OR SUCH OTHER LOAN DOCUMENT)
7.15.
AN EVENT (SUCH EVENT, AN "OFF-BALANCE SHEET TRIGGER EVENT") SHALL
OCCUR WHICH (I) PERMITS THE INVESTORS OR PURCHASERS IN RESPECT OF OFF-BALANCE
SHEET LIABILITIES OF THE PARENT, ANY SUBSIDIARY OR ANY SPV TO REQUIRE THE
AMORTIZATION OR LIQUIDATION OF SUCH OFF-BALANCE SHEET LIABILITIES AS A RESULT OF
THE NON-PAYMENT OF ANY OFF-BALANCE SHEET LIABILITY HAVING AN AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT (OR SIMILAR OUTSTANDING LIABILITY) GREATER THAN OR
EQUAL TO $25,000,000 AND (X) SUCH OFF-BALANCE SHEET TRIGGER EVENT SHALL NOT BE
REMEDIED OR WAIVED WITHIN THE LATER TO OCCUR OF THE TENTH DAY AFTER THE
OCCURRENCE THEREOF OR THE EXPIRY DATE OF ANY GRACE PERIOD RELATED THERETO UNDER
THE AGREEMENT EVIDENCING SUCH OFF-BALANCE SHEET LIABILITIES, OR (Y) SUCH
INVESTORS SHALL REQUIRE THE AMORTIZATION OR LIQUIDATION OF SUCH OFF-BALANCE
SHEET LIABILITIES AS A RESULT OF SUCH OFF-BALANCE SHEET TRIGGER EVENT, OR (II)
CAUSES THE REPLACEMENT OR SUBSTITUTION OF THE PARENT, ANY SUBSIDIARY OR ANY SPV
AS THE SERVICER UNDER THE AGREEMENTS EVIDENCING SUCH OFF-BALANCE SHEET
LIABILITIES; PROVIDED, HOWEVER, THAT THIS SECTION 7.15 SHALL NOT APPLY ON ANY
DATE WITH RESPECT TO (A) ANY VOLUNTARY REQUEST BY THE PARENT, ANY SUBSIDIARY OR
ANY SPV FOR AN ABOVE-DESCRIBED AMORTIZATION OR LIQUIDATION SO LONG AS THE
AFOREMENTIONED INVESTORS OR PURCHASERS CANNOT INDEPENDENTLY REQUIRE ON SUCH DATE
SUCH AMORTIZATION OR
66
LIQUIDATION OR (B) ANY SCHEDULED AMORTIZATION OR LIQUIDATION AT THE STATED
MATURITY OF THE FACILITY EVIDENCING SUCH OFF-BALANCE SHEET LIABILITIES.
ARTICLE VIII
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
8.1.
ACCELERATION.
(I) IF ANY DEFAULT DESCRIBED IN SECTION 7.6 OR 7.7
OCCURS WITH RESPECT TO ANY CREDIT PARTY, THE OBLIGATIONS OF THE LENDERS TO MAKE
REVOLVING LOANS HEREUNDER AND THE OBLIGATION AND POWER OF THE LC ISSUERS TO
ISSUE FACILITY LCS SHALL AUTOMATICALLY TERMINATE AND THE SECURED OBLIGATIONS
SHALL IMMEDIATELY BECOME DUE AND PAYABLE WITHOUT ANY ELECTION OR ACTION ON THE
PART OF THE AGENT, ANY LC ISSUER OR ANY LENDER, AND THE BORROWER WILL BE AND
BECOME THEREBY UNCONDITIONALLY OBLIGATED, WITHOUT ANY FURTHER NOTICE, ACT OR
DEMAND, TO PAY THE AGENT AN AMOUNT IN IMMEDIATELY AVAILABLE FUNDS, WHICH FUNDS
SHALL BE HELD IN THE FACILITY LC COLLATERAL ACCOUNT, EQUAL TO (X) THE AMOUNT OF
LC OBLIGATIONS AT SUCH TIME MINUS (Y) THE AMOUNT OR DEPOSIT IN THE FACILITY LC
COLLATERAL ACCOUNT AT SUCH TIME WHICH IS FREE AND CLEAR OF ALL RIGHTS AND CLAIMS
OF THIRD PARTIES AND HAS NOT BEEN APPLIED AGAINST THE OBLIGATIONS (THE
"COLLATERAL SHORTFALL AMOUNT").