Common use of Amortization Events Clause in Contracts

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effect. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Day. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for fifteen (15) consecutive days, other than for Section 7.2(c) hereof, which shall be seven (7) consecutive days, after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach.

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: a. Any of the following events shall occur: (ai) Any Loan any CNE Party or Performance Guarantor shall fail to make any payment or deposit required or transfer any monies to be made by it hereunder or under the any other Transaction Documents Document as and when due and, for any and such payment or deposit which failure is not in respect of principalremedied within two (2) Business Days after written notice to, or knowledge thereof by, any CNE Party or (ii) the Servicer shall breach Section 8.5 and such failure continues shall remain unremedied for three (3) consecutive Business Days. b. A Capital Coverage Deficit shall occur, and shall not have been cured within three (b3) Business Days. 740395379 19636993 c. Any representationCNE Party shall fail to perform or observe any term, warranty, certification covenant or statement made by Performance Guarantor agreement as and when required hereunder or under any Loan Party in any other Transaction Document to which it is a party (other than as referred to in clause (a) above or as otherwise separately provided for in this Section 9.1) and such failure, solely to the extent capable of cure, shall continue unremedied for fifteen (15) Business Days after written notice to, or knowledge thereof by, any CNE Party. d. Any representation or warranty made or deemed to be made by any CNE Party under or in connection with any other document delivered pursuant thereto Transaction Document shall prove to have been false or incorrect in any material respect when made or deemed made to be made, and, if capable of cure, such representation or warranty shall continue to be false or incorrect for ten (10) Business Days after written notice to, or knowledge thereof by, any CNE Party. e. Any CNE Party shall fail to pay any principal of or premium or interest on any Indebtedness that is outstanding in a principal amount in excess of $100,000,000 in the aggregate (but excluding Indebtedness hereunder and Nonrecourse Indebtedness) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable 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 Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof. (i) Any CNE Party 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 (ii) an Event of Bankruptcy shall have occurred with respect to any CNE Party; or (iii) any CNE Party or any parent thereof shall take any corporate or other action to authorize any Event of Bankruptcy with respect to any CNE Party. g. As at the end of any Fiscal Month (such date, the “Determination Date”): i. the average for three consecutive Fiscal Months of the Days Sales Outstanding shall exceed 65.0 days, ii. the average for three consecutive Fiscal Months of the Default Ratio shall exceed 9.0%, or iii. the average for three consecutive Fiscal Months of the Dilution Ratio shall exceed 1.5%. h. A Change of Control shall occur. (i) One or more judgments for the payment of money shall be entered against Seller or (ii) one or more judgments or orders for the payment of money in an aggregate 740395379 19636993 amount exceeding $100,000,000 (excluding any such judgments or orders to the extent covered by insurance, subject to any customary deductible, and under which the applicable insurance carrier has not denied coverage) shall be rendered against any CNE Party and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect. j. The “Purchase Termination Date” or any “Purchase Termination Event” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement; or Seller shall for any reason cease to purchase, or cease to have the legal capacity to purchase, or otherwise be incapable of accepting Receivables from any Originator under the Receivables Sale Agreement. k. Either (i) any Transaction Document shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the applicable CNE Party or (ii) any CNE Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. l. Agent for the benefit of the Purchasers shall cease to have a valid and perfected ownership or first priority perfected security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. m. [Reserved]. n. Either (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of any Originator or the Seller or (ii) the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 303(k) or Section 4068 of ERISA with regard to any of the assets of any Originator or the Seller. (i) the occurrence of a Reportable Event; (ii) the adoption of an amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 206 of ERISA; (iii) the existence with respect to any Multiemployer Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (iv) the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA with respect to any Plan (v) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of any CNE Party or any of their respective ERISA Affiliates from any Multiemployer Plan; (vi) the receipt by any CNE Party or any of their respective ERISA Affiliates from the PBGC or any plan administrator of any notice relating to the intention to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan or Multiemployer Plan; (vii) the receipt by any CNE Party or any of their respective ERISA Affiliates of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of 740395379 19636993 ERISA; (viii) the occurrence of a prohibited transaction with respect to any CNE Party or any of their respective ERISA Affiliates (pursuant to Section 4975 of the Code); (ix) the occurrence or existence of any other similar event or condition with respect to a Plan or a Multiemployer Plan, with respect to any such representationeach of clause (i) through (ix), warranty, certification either individually or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in the preceding clause shall not aggregate, could reasonably be applicable with respect expected to any representation, warranty, certification or statement that itself contains any materiality threshold, including result in a Material Adverse Effect. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Day. (d) Any Loan Party or p. Performance Guarantor shall fail to perform or observe any other term, covenant or agreement required to be performed by it under any Transaction Documents the Performance Guaranty and such failure failure, solely to the extent capable of cure, shall continue unremedied for fifteen two (152) consecutive daysBusiness Days after written notice to, other than for Section 7.2(c) hereofor knowledge thereof by, which any CNE Party, or the Performance Guaranty shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. q. Any Person shall be seven (7appointed as an Independent Director of Seller without prior notice thereof having been given to Agent in accordance with Section 7.1(b)(vii) consecutive daysor without the written acknowledgement by Agent that such Person conforms, after to the earlier satisfaction of (I) Agent, with the date criteria set forth in the Performance Guarantor or such Loan Party receives notice definition herein of such breach from the Agent or any Lender Group “Independent Director.” r. Seller shall fail to pay in full all of its Obligations to Agent and (II) the date an Authorized Officer of Purchasers hereunder and under each other Transaction Document on or prior to the Performance Guarantor or any Loan Party knows or should have known of such breachObligations Final Due Date.

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any Loan Seller Party or Performance Guarantor shall fail to make any payment or deposit required to be made by paid to a Purchaser, Agent or Indemnified Party under this Agreement or any other Transaction Document to which it under is a party on the Transaction Documents date when due the same is required to be made, and such failure shall continue unremedied for one (1) Business Day. (b) Any Seller Party shall fail to perform or observe any covenant contained in any provision of (i) Section 2.2, (ii) Section 7.2 or (iii) Section 8.5 and, for any such payment (A) with respect to a failure to perform or deposit which is not observe the covenant in respect of principalSection 8.5(a), such failure continues for a period of one (1) Business Day; provided further that such one (1) Business Day grace period shall only be available and effective twice during any calendar quarter period, and (B) with respect to failure to perform or observe the covenant in Section 8.5(b) there shall be no grace period. (c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 9.1) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business DaysDays following the earlier to occur of (i) notice from the Agent or any Purchaser of such non-performance or non-observance, or (ii) the date on which an Authorized Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance. (bd) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Seller Party in this Agreement, any other Transaction Document to which it is a party or in any other document required to be delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to in any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmaterial respect; provided, however, provided that the materiality threshold in the preceding clause this subsection shall not be applicable with respect to any representation, warranty, certification representation or statement that warranty which itself contains any a materiality threshold, including Material Adverse Effect. (ce) Any Loan Party Ferro shall fail to perform or observe any covenant contained in Section 7.2 7.2.4 of the Senior Credit Agreement (other than Section 7.2(aor any financial covenant in any replacement Senior Credit Agreement) or 7.2(c)) or in Section 8.5 and unless such failure continues for one (1) Business Daybreach is waived by the applicable lenders thereunder prior to date on which such covenant is to be measured. (di) Any Loan Party or Performance Guarantor Seller shall fail to perform pay any principal of or observe premium or interest on any other covenant of its Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or agreement under any Transaction Documents otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness 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 Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or (ii) any Originator shall fail to pay any principal of or premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, the maturity of such Material Indebtedness; or any such Material Indebtedness 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 Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof. (g) (i) Seller, any Originator or any Material Subsidiary 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 fifteen the benefit of creditors; or (15ii) consecutive any proceeding shall be instituted by or against Seller seeking to adjudicate it 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 or other similar official for it or any substantial part of its property, or (iii) any proceeding shall be instituted by or against any Originator or any Material Subsidiary seeking to adjudicate it 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 or other similar official for it or any substantial part of its property, provided that, unless such proceeding is consented to or acquiesced in by such Originator or Material Subsidiary in the case of any such proceeding instituted against (but not instituted by) it, either such proceeding shall remain undismissed or unstayed for a period of 30 days, other than for Section 7.2(c) hereof, which shall be seven (7) consecutive days, after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor 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 (iv) Seller, any Originator or any Loan Party knows Material Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i), (ii) or should have known of such breach(iii) above in this subsection (g).

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Performance Guarantor or any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under this Agreement or the Transaction Documents Performance Undertaking when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) consecutive Business Days. (b) Any representation, warranty, certification or written statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmade; provided, however, provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification representation or statement that warranty which itself contains any a materiality threshold, including Material Adverse Effect. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due, or any covenant contained in Section 7.1(b) (other than Section 7.2(a) or 7.2(c7.1(b)(vi)) or in Section 8.5 and such failure continues for one within three (13) Business DayDays after the same is due. (d) Any Loan Party Performance Guarantor, Borrower or Performance Guarantor Servicer shall fail to perform or observe any other covenant or agreement applicable to it under any Transaction Documents Document to which it is party and such failure shall continue for fifteen thirty (1530) consecutive days, days after notice of non-performance from any of the Agents. (e) Failure of Borrower to pay any Indebtedness (other than for Section 7.2(cthe Obligations) hereofwhen due (taking into account any grace or cure period) or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to permit the holder or holders of such Indebtedness to cause such Indebtedness to become due prior to its stated maturity or results in the acceleration of such Indebtedness; or any such Indebtedness of Borrower shall be seven declared to be due and payable or required to be prepaid (7other than by a regularly scheduled payment) consecutive days, after the earlier of (I) prior to the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and maturity thereof. (IIf) the date an Authorized Officer Failure of the Performance Guarantor or any of its Subsidiaries other than Borrower to pay Indebtedness in excess of $25,000,000 in aggregate principal amount (hereinafter, "Material Debt") when due; or the default by Performance Guarantor or any of its Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to permit the holder or holders of such Material Debt to cause such Material Debt to become due prior to its stated maturity or results in the acceleration of such Material Debt; or any Material Debt of Performance Guarantor or any of its Subsidiaries other than Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) An Event of Bankruptcy shall occur with respect to Performance Guarantor, any Loan Party knows or should have known any of their respective Subsidiaries. (h) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 4.15%, (ii) the three-month rolling average Default Ratio shall exceed 2.80%, or (iii) the three-month rolling average Dilution Ratio shall exceed 8.75%. (i) A Change of Control shall occur. (j) (i) One or more final judgments for the payment of money in an aggregate amount equal to or in excess of the amount set forth in Section 303(b)(2) of the Federal Bankruptcy Code shall be entered against Borrower and such breachjudgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution or (ii) one or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Borrower on claims not covered by insurance or as to which the insurance carrier has denied its responsibility), and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Seller Party or Performance Guarantor shall fail (i) to make any payment or deposit required to be made by it under the Transaction Documents hereunder when due and, for any such payment or deposit which is not in respect of principalCapital, such failure continues for three one (31) Business Day, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall continue for five (5) consecutive Business DaysDays after the earlier of written notice from the Collateral Agent or any Managing Agent or Purchaser or actual knowledge on the part of such Seller Party of such failure. (b) Any representation, warranty, certification representation or statement warranty made by Performance Guarantor or any Loan Seller Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made made. (c) (i) Failure of Seller to pay any Indebtedness when due; (ii) failure of any other Seller Party or any Material Subsidiary thereof to pay Indebtedness (other than any intercompany Indebtedness) when due in excess of $100,000,000 (“Relevant Indebtedness”) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document evidencing or governing such Indebtedness on the date of such failure; or (iii) the default by any Seller Party or any Material Subsidiary thereof in the performance of any term, provision or condition contained in any agreement under which any Relevant Indebtedness was created or is governed (other than a default resulting solely from a change of control of a Subsidiary in connection with the acquisition thereof by McKesson or a Subsidiary thereof (other than the Seller)), the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or (iv) any Relevant Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (d) (i) Any Seller Party or any of its Material Subsidiaries 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 any Seller Party or any of its Material Subsidiaries seeking to adjudicate it 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 or other similar official for it or any substantial part of its property, and, with respect to a Seller Party or any of its Material Subsidiaries other than the Seller, such representationproceeding instituted against any Seller Party or any of its Material Subsidiaries shall not be stayed, warrantyreleased, certification vacated or statement that was so incorrect and which can be cured, is not cured fully bonded within ten sixty (1060) days after commencement, filing or levy or (ii) any Seller Party or any of its Material Subsidiaries shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (d). (e) The aggregate Purchaser Interests shall exceed 100% and shall continue as such until the earlier of (Ii) one Business Day following the date any Seller Party has actual knowledge thereof and (ii) the date next Settlement Date. (f) As at the Performance Guarantor end of any calendar month, the Delinquency Ratio shall exceed 1.75%, or such Loan Party receives notice the Loss-to-Balance Ratio shall exceed 1.50%, or the Receivables Dilution Ratio shall exceed 10.00%. (g) A Change of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in the preceding clause Control shall not be applicable occur with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse EffectSeller Party. (ch) Any Loan One or more final judgments for the payment of money shall be entered against Seller or one or more final judgments for the payment of money in excess of $25,000,000 shall be entered against any other Seller Party shall fail on claims not covered by insurance or as to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 which the insurance carrier has denied its responsibility, and such failure continues for one (1) Business Day. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days, other than for Section 7.2(cdays without a stay of execution. (i) hereof, which (1) Any “Amortization Event” or the “Amortization Date” shall be seven occur under the Receivables Sale Agreement or (7) consecutive days, after the earlier of (I2) the date Originator shall for any reason cease to transfer, or cease to have the Performance Guarantor legal capacity to transfer, or such Loan Party receives notice otherwise be incapable of such breach from transferring Receivables to the Agent Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Lender Group Agent and (II) the date an Authorized Officer Obligor on Receivables constituting a material portion of the Performance Guarantor Receivables shall directly or indirectly contest in any Loan Party knows manner such effectiveness, validity, binding nature or should enforceability, or the Collateral Agent for the benefit of the Purchasers shall cease to have known of such breacha valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three two (32) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to (it being understood and agreed that any such representation, warranty, certification error or statement that was so incorrect and omission which can be cured, is not cured within ten (10) days after results in the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer aggregate principal balance of the Performance Guarantor Advances outstanding exceeding the Borrowing Base or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in Aggregate Principal outstanding to exceed the preceding clause Aggregate Commitment shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effectper se constitute a material error). (c) Any Loan Party or Performance Guarantor shall fail to perform or observe any covenant contained in Section 7.1(b), 7.1(j), 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Daywhen due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other term, covenant or agreement under hereunder or any other Transaction Documents Document (other than a term, covenant or agreement covered by another clause of this Section 9.1) to which it is a party and such failure shall continue for fifteen (15) consecutive days, other than for Section 7.2(c) hereof, which and such failure shall be seven (7) consecutive days, not have been cured within 30 days after the earlier to occur of (Ii) the date the Performance Guarantor or written notice thereof has been given by such Loan Party receives notice or Performance Guarantor to Agent or (ii) an Executive Officer of such breach from Loan Party or Performance Guarantor otherwise becomes aware of any such failure; provided, however, that, except in the case of a failure to perform or observe Section 7.1(a)(vii), such cure period shall be extended for a period of time, not to exceed an additional 30 days, reasonably sufficient to permit such Loan Party or Performance Guarantor to cure such failure if such failure cannot be cured within the initial 30-day period but reasonably could be expected to be capable of cure within such additional 30 days, such Loan Party or Performance Guarantor has commenced efforts to cure such failure during the initial 30-day period and such Loan Party or Performance Guarantor is diligently pursuing such cure. (e) Failure of the Borrower to pay any Debt (other than the Obligations) when due or the default by the Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of the Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (f) An Event of Bankruptcy shall occur with respect to Parent or any of its Material Subsidiaries. (g) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 4.50%, (ii) the three-month rolling average Default Ratio shall exceed 3.75%, or (iii) the three-month rolling average Dilution Ratio shall exceed 8.00%. (h) A Change of Control shall occur. (i) One or more final judgments for the payment of money in an aggregate amount of $11,600 or more shall be entered against Borrower. (j) The occurrence of any “Termination Event” or of the “Termination Date” (as each of the foregoing is defined in the Receivables Sale Agreements). (k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of VFCC shall cease to have a valid and perfected first priority (except for Permitted Encumbrances) security interest in the Collateral. (l) The Internal Revenue Service shall commence enforcement of any federal tax lien under Section 6323 of the Tax Code against any of the Collateral, or the PBGC shall commence enforcement any lien under Section 4068 of ERISA against any of the Collateral. (m) Any event shall occur which materially and adversely impairs (i) the ability of the Originators to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to the Borrower on the date of this Agreement or (ii) the legality, validity or enforceability of this Agreement or any Lender Group Agent and other Transaction Document, (IIiii) the Agent’s security interest, for the benefit of the Secured Parties, in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto. (n) On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date an Authorized Officer and the application thereof to the Obligations in accordance with this Agreement, the aggregate principal balance of the Advances outstanding to the Borrower shall exceed the Borrowing Base or the Aggregate Principal shall exceed the Aggregate Commitment. (o) Either of the Performance Undertakings shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any Loan Party knows manner such effectiveness, validity, binding nature or should have known enforceability of such breachits obligations thereunder.

Amortization Events. The occurrence of any one or more of ------------------- the following events shall constitute an Amortization Event: (a) Any Performance Guarantor or any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under this Agreement or the Transaction Documents Performance Undertaking when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) consecutive Business Days. (b) Any representation, warranty, certification or written statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmade; provided, however, provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification representation or statement that warranty which itself contains any a materiality threshold, including Material Adverse Effect. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) 8.4 when due, or any covenant contained in Section 8.5 and such failure continues for one 7.1(b) within three (13) Business DayDays after the same is due. (d) Any Loan Party Performance Guarantor, Borrower or Performance Guarantor Servicer shall fail to perform or observe any other covenant or agreement applicable to it under any Transaction Documents Document to which it is party and such failure shall continue for fifteen thirty (1530) consecutive days, days after notice of non-performance. (e) Failure of Borrower to pay any Indebtedness (other than for Section 7.2(cthe Obligations) hereofwhen due (taking into account any grace or cure period) or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to permit the holder or holders of such Indebtedness to cause such Indebtedness to become due prior to its stated maturity or results in the acceleration of such Indebtedness; or any such Indebtedness of Borrower shall be seven declared to be due and payable or required to be prepaid (7other than by a regularly scheduled payment) consecutive days, after the earlier of (I) prior to the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and maturity thereof. (IIf) the date an Authorized Officer Failure of the Performance Guarantor or any of its Subsidiaries other than Borrower to pay Indebtedness in excess of $25,000,000 in aggregate principal amount (hereinafter, "Material Debt") when due; or the default by Performance Guarantor or any of its Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to permit the holder or holders of such Material Debt to cause such Material Debt to become due prior to its stated maturity or results in the acceleration of such Material Debt; or any Material Debt of Performance Guarantor or any of its Subsidiaries other than Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) An Event of Bankruptcy shall occur with respect to Performance Guarantor, any Loan Party knows or should have known any of their respective Subsidiaries. (h) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 5.5%, (ii) the three-month rolling average Default Ratio shall exceed 4.75%, or (iii) the three-month rolling average Dilution Ratio shall exceed 9.5%. (i) A Change of Control shall occur. (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against Borrower and such breachjudgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution or (ii) one or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Borrower on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) 3 consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmade; provided, however, provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification representation or statement warranty that itself contains any a materiality threshold, including Material Adverse Effect. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Daywhen due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue remain unremedied for fifteen (15) consecutive days, other than for Section 7.2(c) hereof, which shall be seven (7) consecutive days, 30 days after the earlier of (Ii) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any Loan Party or Performance Guarantor by any of the Agents. (e) Failure of Borrower to pay any Debt (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date the of maturity thereof. (f) Failure of Performance Guarantor or such Loan Party receives notice of such breach from the Agent Servicer or any Lender Group Agent and of their respective Subsidiaries (IIother than Borrower) to pay Debt in excess of $25,000,000 in aggregate principal amount (hereinafter, “Material Debt”) when due; or the date an Authorized Officer of the default by Performance Guarantor or any Loan Party knows of its Subsidiaries (other than Borrower) in the performance of any term, provision or should have known condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such breachMaterial Debt to cause, such Material Debt to become due prior to its stated maturity; or any Material Debt of Performance Guarantor, the Servicer or any of their respective Subsidiaries (other than Borrower) shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) An Event of Bankruptcy shall occur with respect to Performance Guarantor, any Originator or any Loan Party. (h) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 6.5%, (ii) the three-month rolling average Default Ratio shall exceed 4.0%, (iii) the three-month rolling average Dilution Ratio shall exceed 8.0%, or (iv) Days Sales Outstanding shall exceed 50 days. (i) A Change of Control shall occur. (j) (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Seller Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it hereunder or under the any other Transaction Documents Document when due and, for any such payment or deposit which is not in respect of principalCapital, such failure continues for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Seller Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made and(or, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in the preceding clause shall not be applicable with respect to case of any representation, warranty, certification or statement that itself contains any materiality threshold, including is subject to a Material Adverse EffectEffect or other materiality qualifier, such representation, warranty, certification or statement or warranty as stated shall prove to be incorrect) when made or deemed made. (c) Any Loan of the following: (i) Any Seller Party shall fail to perform or observe any term, covenant or agreement contained in Section 7.1(b)(i) (Notice of Amortization Events or Potential Amortization Events), 7.1(b)(iv) (Notice of Termination Date), 7.1(b)(v) (Notice of Defaults Under Other Agreements), 7.1(c)(ii) (Preservation of Limited Liability Company Existence), 7.1(c)(iii) (Preservation of Corporate Existence), 7.1(d) (Audits), 7.1(e) (Keeping and Marking of Records and Books), 7.1(f) (Compliance with Contracts and Credit and Collection Policy), 7.1(h) (Ownership), 7.1(j) (Collections), 7.1(m) (Payment to Originator) or 7.2 (other than Section 7.2(aNegative Covenants of the Seller Parties) or 7.2(c)) or in Section 8.5 and any such failure continues for one three (13) Business Day.Days after the earlier of (A) Knowledge thereof by a Seller Party and (B) the date on which written notice thereof shall have been given to such Seller Party by the Administrative Agent or any Financial Institution; (dii) Any Loan Seller Party or Performance Guarantor shall fail to perform or observe any other term, covenant or agreement contained in Section 7.1(a) (Financial Reporting), 7.1(b) (Notices), 7.1(g) (Performance and Enforcement of Receivables Sale Agreement) or 7.1(i) (Purchasers’ Reliance) if such failure shall remain unremedied for three (3) Business Days after the earlier of (A) Knowledge thereof by a Seller Party and (B) the date on which written notice thereof shall have been given to such Seller Party by the Administrative Agent or any Financial Institution; (iii) Seller shall fail to perform or observe any other term, covenant or agreement contained herein or in any other Transaction Document and such failure shall remain unremedied for five (5) Business Days after the earlier of (A) Knowledge thereof by a Seller Party and (B) the date on which written notice thereof shall have been given to such Seller Party by the Administrative Agent or any Financial Institution; or (iv) the Servicer shall fail to perform or observe any other term, covenant or agreement contained herein or in any other Transaction Document and such failure shall remain unremedied for thirty (30) days. (d) Failure of Seller to pay any Indebtedness when due (after all applicable grace periods therefor) or the failure of any other Seller Party to pay any Indebtedness when due of at least $75,000,000 in the aggregate, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and in each case such failure shall continue after the applicable grace period therefor, or the default by any Seller Party in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness may be or was created or is governed, the effect of which is to cause such Indebtedness to be declared due prior to its stated maturity or to terminate the facility providing for the creation of any such Indebtedness; or any such Indebtedness of any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof except for any secured debt that becomes due solely by reason of the sale or other disposition of the asset securing such debt in the ordinary course of the Servicer’s business and not as part of any foreclosure or similar proceeding, provided such debt is repaid at the time of such sale or disposition. (i) Any Seller Party or any of its Significant Subsidiaries 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 (ii) any proceeding shall be instituted by or against any Seller Party or any of its Significant Subsidiaries seeking to adjudicate it 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 or other similar official for it or any substantial part of its property and in the case of any such proceeding instituted against such Seller Party (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of thirty (30) 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 (iii) any Seller Party or any of its Significant Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (e). (f) Seller shall fail to comply with the terms of Section 2.6. (g) As at the end of any calendar month through the end of October 2008, the three-month rolling average Delinquency Ratio shall exceed 26.5%, and as at the end of any calendar month thereafter, the three-month rolling average Delinquency Ratio shall exceed 22.0%. (h) As at the end of any calendar month, the three-month rolling average Loss-to-Liquidation Ratio shall exceed 9.00% (the “LTLR Trigger”). (i) As at the end of any calendar month through the end of February 2008, the three-month rolling average Dilution Ratio shall exceed 11.0%, and as at the end of any calendar month thereafter, the three-month rolling average Dilution Ratio shall exceed 9.0%. (j) A Change of Control shall occur. (k) The Servicer shall at any time fail to: (i) maintain, at the end of any fiscal quarter of the Servicer, a ratio of Consolidated Funded Indebtedness as of such date to Consolidated EBITDA for the four (4) fiscal quarters ending on such date of not greater than 3.25:1.00; or (ii) maintain, at the end of any fiscal quarter of the Servicer, a ratio of Consolidated EBITDA to Interest Expense of not less than 3.5:1.00 for the four (4) fiscal quarters ending on such date. (l) The Administrative Agent, for the benefit of the Purchasers, shall at any time for any reason fail to have a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of the Administrative Agent for the benefit of the Purchasers. (m) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $75,000,000 in the aggregate, shall be entered against the Servicer and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Amortization Event under this Section 9.1(m) to the extent that and for so long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not declined the claim made for payment of, the amount of such judgment or order; (i) Originator shall fail to perform or observe any term, covenant or agreement under any Transaction Documents the Receivables Sale Agreement and such failure shall continue for fifteen five (155) consecutive days, other than for Section 7.2(c) hereof, which shall be seven (7) consecutive days, Business Days after the earlier of (IA) Knowledge thereof by a Seller Party and (B) the date on which written notice thereof shall have been given to such Seller Party by the Performance Guarantor or such Loan Party receives notice of such breach from the Administrative Agent or any Lender Group Agent and Financial Institution, (IIii) the date “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or (iii) Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement and such incapacity shall continue for three (3) Business Days. (o) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller or Servicer, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of this Agreement. (p) DLL shall have delivered notice of a “DLL Servicer Termination”, pursuant to, and as defined, in the DLL Interpurchaser Agreement. (q) Any Person shall be appointed as an Authorized Officer Independent Director of the Performance Guarantor Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.1(b)(viii) or any Loan Party knows or should have known without the written acknowledgement by the Administrative Agent that such Person conforms, to the satisfaction of such breachthe Administrative Agent, with the criteria set forth in the definition herein of “Independent Director.”

Amortization Events. The occurrence of any one or more of the following events shall constitute an amortization event (each, an "Amortization Event:"): (a) Any Loan PPL Electric Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) consecutive Business Days. (b) Any representation, warranty, certification representation or statement warranty made by Performance Guarantor or any Loan PPL Electric Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect (or, with respect to the representations and warranties contained in Sections 5.1(a), (c), (d), (g), (j), (k) or (s) hereof, or in Sections 2.1(a), (c), (d), (g), (j), (k) or (s) of the Receivables Sale Agreement, incorrect in any material respect manner) when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effectmade. (c) Any Loan PPL Electric Party shall fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Daywhen due. (d) Any Loan PPL Electric Party shall fail to perform or Performance Guarantor observe any covenant contained in Section 7.1(a)(vii), Section 7.1(b) or Section 8.3 and such failure shall continue for ten (10) consecutive Business Days following Borrower's receipt of notice of such failure from the Agent or Borrower's actual knowledge of such failure. (e) Any PPL Electric Party shall fail to perform or observe any other covenant or agreement under any Transaction Documents Document (other than those referenced in Sections 9.1(a), (c) or (d)) and such failure shall continue for fifteen ten (1510) consecutive days, Business Days following Borrower's receipt of notice of such failure from the Agent or for thirty (30) consecutive days following Borrower's actual knowledge of such failure. (f) Failure of Borrower to pay any Indebtedness (other than for Section 7.2(cthe Obligations) hereofwhen due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) Failure by the Servicer or PPL Transition Bond Company LLC (i) to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness beyond any period of grace provided with respect thereto, or (ii) to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Material Indebtedness beyond any period of grace provided with respect thereto if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf to cause, such Indebtedness to become due prior to its stated maturity (h) An Event of Bankruptcy shall occur with respect to any PPL Electric Party or PPL Transition Bond Company LLC. (i) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 6.00%, (ii) the three-month rolling average Default Ratio shall exceed 1.75%, or (iii) the three-month rolling average Dilution Ratio shall exceed 2.25%. (j) A Change of Control shall occur. (k) One or more final judgments for the payment of money in an aggregate amount of $11,625 or more shall be entered against Borrower or one or more final judgments for the payment of money in an amount in excess of $20,000,000, individually or in the aggregate, shall be entered against the Servicer or PPL Transition Bond Company LLC and such judgment shall not be paid, bonded or otherwise discharged for sixty (60) consecutive days unless such judgment is stayed on appeal or otherwise being appropriately contested in good faith. (l) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Borrower under the Receivables Sale Agreement. (m) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Lenders shall cease to have a valid and perfected first priority security interest in the Collateral. (n) On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Obligations in accordance with this Agreement, the Aggregate Principal shall exceed the Borrowing Limit. (o) [reserved]. (p) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within seven (7) consecutive days, after or the earlier PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral. (Iq) Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $25,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could reasonably be expected to cause one or more members of the ERISA Group to incur a current payment obligation in excess of $25,000,000. (r) Any event shall occur which materially and adversely impairs the ability of Originator to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to Borrower on the date the Performance Guarantor of this Agreement or such Loan Party receives notice of such breach from the Agent has, or any Lender Group Agent and could be reasonably expected to have a Material Adverse Effect (IIother than as defined in clause (i) the date an Authorized Officer of the Performance Guarantor definition thereof). (s) The PUC shall exercise its sequestration powers under the Competition Act with respect to Originator or any Loan Party knows or should have known of such breachthe Collections.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three two (32) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to (it being understood and agreed that any such representation, warranty, certification error or statement that was so incorrect and omission which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold results in the preceding clause Aggregate Principal exceeding the Borrowing Limit shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effectper se constitute a material error). (c) Any Loan Party or Performance Guarantor shall fail to perform or observe any covenant contained in Section 7.1(b), 7.1(j), 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Daywhen due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other term, covenant or agreement under hereunder or any other Transaction Documents Document (other than a term, covenant or agreement covered by another clause of this Section 9.1) to which it is a party and such failure shall continue for fifteen (15) consecutive days, other than for Section 7.2(c) hereof, which and such failure shall be seven (7) consecutive days, not have been cured within 30 days after the earlier to occur of (Ii) the date the Performance Guarantor or written notice thereof has been given by such Loan Party receives notice or Performance Guarantor to Agent or (ii) an Executive Officer of such breach from Loan Party or Performance Guarantor otherwise becomes aware of any such failure; provided, however, that, except in the case of a failure to perform or observe Section 7.1(a)(vii), such cure period shall be extended for a period of time, not to exceed an additional 30 days, reasonably sufficient to permit such Loan Party or Performance Guarantor to cure such failure if such failure cannot be cured within the initial 30-day period but reasonably could be expected to be capable of cure within such additional 30 days, such Loan Party or Performance Guarantor has commenced efforts to cure such failure during the initial 30-day period and such Loan Party or Performance Guarantor is diligently pursuing such cure. (e) Failure of Borrower to pay any Debt (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (f) An Event of Bankruptcy shall occur with respect to Parent or any of its Material Subsidiaries. (g) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 4.25%, (ii) the three-month rolling average Default Ratio shall exceed 2.55%, or (iii) the three-month rolling average Dilution Ratio shall exceed 8.00%; provided, however, that the Borrower and the Agent agree to re-negotiate the aforementioned ratios in good faith once the Agent has received an additional 6 months of data regarding the Receivables. (h) A Change of Control shall occur. (i) One or more final judgments for the payment of money in an aggregate amount of $10,700 or more shall be entered against Borrower. (j) The occurrence of any Lender Group Agent and (II) the date an Authorized Officer "Termination Event" or of the Performance Guarantor "Termination Date" (as each of the foregoing is defined in the Receivables Sale Agreement or any Loan Party knows or should have known of such breachthe First-Step Sale Agreement).

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ai) Any Loan Seller Party or Performance Guarantor shall fail to make any payment or deposit of Capital required to be made by it paid to the Administrative Agent for the benefit of any Purchaser under this Agreement and such failure under this clause (i) continues for one (1) Business Day after the Transaction Documents date when due and, for the same was required to be made; or (ii) any such Seller Party shall fail to make any payment or deposit of any other amount required to be paid to a Purchaser, the Administrative Agent or an Indemnified Party under this Agreement or any other Transaction Document to which it is not a party and such failure under this clause (ii) continues for two (2) Business Days after the date when the same was required to be made. (b) Any Seller Party shall fail to perform or observe any covenant contained in respect any provision of principalSection 5.1(b)(vi), Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or Section 6.6 (and, (i) in the case of Section 6.6 only, such failure continues for three two (32) Business Days after the date when the same was required to be performed and (ii) in the case of Section 5.1(b)(vi) and Section 5.1(i)(vi) only, such failure continues for ten (10) Business Days after the date when the same was required to be performed). (c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 7.1) or any other Transaction Document to which it is a party and such failure shall continue for thirty (30) consecutive Business DaysDays following the earlier to occur of (i) notice from the Administrative Agent or any Purchaser of such non-performance or non-observance, or (ii) the date on which an Authorized Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance. (bd) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Seller Party in this Agreement, any other Transaction Document to which it is a party or in any other document required to be delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to in any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmaterial respect; provided, however, provided that the materiality threshold in the preceding clause this subsection shall not be applicable with respect to any representation, warranty, certification representation or statement that warranty which itself contains any a materiality threshold; provided further that in the case of Section 3.1(v) only, including Material Adverse Effect. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business DayDay after the date when the representation, warranty, certification or statement was required to be made. (de) Any Loan Party or Performance Guarantor On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, an Investment Excess shall exist and be continuing for one (1) Business Day after such Settlement Date. (i) Seller shall fail to perform pay any principal of or observe premium or interest on any of its Indebtedness (other covenant than Indebtedness under this Agreement) which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or agreement under any Transaction Documents otherwise), and such failure shall continue for fifteen after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (15) consecutive days, other than for Section 7.2(c) hereofby a regularly scheduled required prepayment), which redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall be seven required to be made, in each case prior to the stated maturity thereof; or (7ii) consecutive days, after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows Originator shall fail to pay any principal of or should have known premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such breachevent or condition is to accelerate, or permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness 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 Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof. (i) Any Seller Party, any Originator or any other Material Subsidiary 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; (ii) any proceeding shall be instituted by Seller seeking to adjudicate it 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 or other similar official for it or any substantial part of its property; (iii) any proceeding shall be instituted against Seller seeking to adjudicate it 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 or other similar official for it or any substantial part of its property and, unless such proceeding is consented to or acquiesced in by Seller, such proceeding of the type described in this clause (iii) remains undismissed, unvacated or unstayed for a period of sixty (60) days; (iv) (A) any proceeding shall be instituted by Performance Guarantor, Servicer, any Originator or any Material Subsidiary (other than Seller) seeking to adjudicate it 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 or other similar official for it or any substantial part of its property, or (B) any proceeding shall be instituted against any Performance Guarantor, Servicer, any Originator or any Material Subsidiary (other than Seller) seeking to adjudicate it 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 or other similar official for it or any substantial part of its property and, unless such proceeding is consented to or acquiesced in by Performance Guarantor, Servicer, such Originator or such Material Subsidiary, such proceeding of the type described in this clause (B) remains undismissed, unvacated or unstayed for a period of sixty (60) days; or (v) Any Seller Party, any Originator or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i), (ii) or (iv) above in this subsection (g). (h) As at the end of any calendar month: (i) the average of the Delinquency Ratios for the three months then most recently ended shall exceed 5.00%; (ii) the average of the Default Ratios for the three months then most recently ended shall exceed 4.00%; or (iii) the average of the Dilution Ratios for the three months then most recently ended shall exceed 8.00%. (i) A Change of Control shall occur. (j) (i) One or more final judgments for the payment of money in an amount in excess of $14,425, individually or in the aggregate, shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Performance Guarantor, Servicer or any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (k) Either (i) the “Termination Date” under and as defined in the Sale Agreement shall occur with respect to any Material Originator or (ii) any Material Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Sale Agreement. (l) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder. (m) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Originator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Lock-Box Accounts. (n) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables or Related Security and such lien shall not have been released within ten (10) Business Days. (o) The PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with respect to any of the Receivables or Related Security and such lien shall not have been released within ten (10) Business Days; or any of the following events shall occur with respect to any Pension Plan: (i) the institution of any steps by Performance Guarantor, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, Performance Guarantor or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $10,000,000; of (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a lien under section 302(f) of ERISA. (p) The Interest Coverage Ratio shall be less than 2.50 to 1.00 on May 31, 2011 or at the end of any fiscal quarter thereafter. (q) The Debt to Capitalization Ratio shall be greater than 0.60 to 1.00 at any time. (r) Any Subsidiary Originator shall commence or institute any lawsuit or similar proceeding seeking to collect payment under the applicable Subordinated Note.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three two (32) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to (it being understood and agreed that any such representation, warranty, certification error or statement that was so incorrect and omission which can be cured, is not cured within ten (10) days after results in the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer aggregate principal balance of the Performance Guarantor Advances outstanding exceeding the Borrowing Base or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in Aggregate Principal outstanding to exceed the preceding clause Aggregate Commitment shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effectper se constitute a material error). (c) Any Loan Party or Performance Guarantor shall fail to perform or observe any covenant contained in Section 7.1(b), 7.1(j), 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Daywhen due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other term, covenant or agreement under hereunder or any other Transaction Documents Document (other than a term, covenant or agreement covered by another clause of this Section 9.1) to which it is a party and such failure shall continue for fifteen (15) consecutive days, other than for Section 7.2(c) hereof, which and such failure shall be seven (7) consecutive days, not have been cured within 30 days after the earlier to occur of (Ii) the date the Performance Guarantor or written notice thereof has been given by such Loan Party receives notice or Performance Guarantor to Agent or (ii) an Executive Officer of such breach from Loan Party or Performance Guarantor otherwise becomes aware of any such failure; provided, however, that, except in the case of a failure to perform or observe Section 7.1(a)(vii), such cure period shall be extended for a period of time, not to exceed an additional 30 days, reasonably sufficient to permit such Loan Party or Performance Guarantor to cure such failure if such failure cannot be cured within the initial 30-day period but reasonably could be expected to be capable of cure within such additional 30 days, such Loan Party or Performance Guarantor has commenced efforts to cure such failure during the initial 30-day period and such Loan Party or Performance Guarantor is diligently pursuing such cure. (e) Failure of the Borrower to pay any Debt (other than the Obligations) when due or the default by the Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of the Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (f) An Event of Bankruptcy shall occur with respect to Parent or any of its Material Subsidiaries. (g) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 4.25%, (ii) the three-month rolling average Default Ratio shall exceed 2.55%, or (iii) the three-month rolling average Dilution Ratio shall exceed 8.00%. (h) A Change of Control shall occur. (i) One or more final judgments for the payment of money in an aggregate amount of $11,600 or more shall be entered against Borrower. (j) The occurrence of any “Termination Event” or of the “Termination Date” (as each of the foregoing is defined in the Receivables Sale Agreements). (k) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of VFCC shall cease to have a valid and perfected first priority (except for Permitted Encumbrances) security interest in the Collateral. (l) The Internal Revenue Service shall commence enforcement of any federal tax lien under Section 6323 of the Tax Code against any of the Collateral, or the PBGC shall commence enforcement any lien under Section 4068 of ERISA against any of the Collateral. (m) Any event shall occur which materially and adversely impairs (i) the ability of the Originators to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to the Borrower on the date of this Agreement or (ii) the legality, validity or enforceability of this Agreement or any Lender Group Agent and other Transaction Document, (IIiii) the Agent’s security interest, for the benefit of the Secured Parties, in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto. (n) On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date an Authorized Officer and the application thereof to the Obligations in accordance with this Agreement, the aggregate principal balance of the Advances outstanding to the Borrower shall exceed the Borrowing Base or the Aggregate Principal shall exceed the Aggregate Commitment. (o) Either of the Performance Undertakings shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any Loan Party knows manner such effectiveness, validity, binding nature or should have known enforceability of such breachits obligations thereunder.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) 3 consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmade; provided, however, provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification representation or statement warranty that itself contains any a materiality threshold, including Material Adverse Effect. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Daywhen due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue remain unremedied for fifteen (15) consecutive days, other than for Section 7.2(c) hereof, which shall be seven (7) consecutive days, 30 days after the earlier of (Ii) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any Loan Party or Performance Guarantor by any of the Agents. (e) Failure of Borrower to pay any Debt (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date the of maturity thereof. (f) Failure of Performance Guarantor or such Loan Party receives notice of such breach from the Agent Servicer or any Lender Group Agent and of their respective Subsidiaries (IIother than Borrower) to pay Debt in excess of $25,000,000 in aggregate principal amount (hereinafter, “Material Debt”) when due; or the date an Authorized Officer of the default by Performance Guarantor or any Loan Party knows of its Subsidiaries (other than Borrower) in the performance of any term, provision or should have known condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such breachMaterial Debt to cause, such Material Debt to become due prior to its stated maturity; or any Material Debt of Performance Guarantor, the Servicer or any of their respective Subsidiaries (other than Borrower) shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) An Event of Bankruptcy shall occur with respect to Performance Guarantor, any Originator or any Loan Party. (h) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 5.75%, (ii) the three-month rolling average Default Ratio shall exceed 3.5%, (iii) the three-month rolling average Dilution Ratio shall exceed 6.5%, or (iv) Days Sales Outstanding shall exceed 50 days. (i) A Change of Control shall occur. (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Borrower) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three two (32) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to (it being understood and agreed that any such representation, warranty, certification error or statement that was so incorrect and omission which can be cured, is not cured within ten (10) days after results in the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer aggregate principal balance of the Performance Guarantor Advances outstanding to either Borrower exceeding its Borrowing Base or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in Aggregate Principal outstanding to exceed the preceding clause Aggregate Commitment shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effectper se constitute a material error). (c) Any Loan Party or Performance Guarantor shall fail to perform or observe any covenant contained in Section 7.1(b), 7.1(j), 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Daywhen due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other term, covenant or agreement under hereunder or any other Transaction Documents Document (other than a term, covenant or agreement covered by another clause of this Section 9.1) to which it is a party and such failure shall continue for fifteen (15) consecutive days, other than for Section 7.2(c) hereof, which and such failure shall be seven (7) consecutive days, not have been cured within 30 days after the earlier to occur of (Ii) the date the Performance Guarantor or written notice thereof has been given by such Loan Party receives notice or Performance Guarantor to Agent or (ii) an Executive Officer of such breach from Loan Party or Performance Guarantor otherwise becomes aware of any such failure; provided, however, that, except in the Agent case of a failure to perform or observe Section 7.1(a)(vii), such cure period shall be extended for a period of time, not to exceed an additional 30 days, reasonably sufficient to permit such Loan Party or Performance Guarantor to cure such failure if such failure cannot be cured within the initial 30-day period but reasonably could be expected to be capable of cure within such additional 30 days, such Loan Party or Performance Guarantor has commenced efforts to cure such failure during the initial 30-day period and such Loan Party or Performance Guarantor is diligently pursuing such cure. (e) Failure of either Borrower to pay any Debt (other than the Obligations) when due or the default by either Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any Lender Group Agent such Debt of either Borrower shall be declared to be due and payable or required to be prepaid (IIother than by a regularly scheduled payment) prior to the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmaturity thereof.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Performance Guarantor or any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under this Agreement or the Transaction Documents Performance Undertaking when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) consecutive Business Days. (b) Any representation, warranty, certification or written statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmade; provided, however, provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification representation or statement that warranty which itself contains any a materiality threshold, including Material Adverse Effect. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due, or any covenant contained in Section 7.1(b) (other than Section 7.2(a) or 7.2(c7.1(b)(vi)) or in Section 8.5 and such failure continues for one within three (13) Business DayDays after the same is due. (d) Any Loan Party Performance Guarantor, Borrower or Performance Guarantor Servicer shall fail to perform or observe any other covenant or agreement applicable to it under any Transaction Documents Document to which it is party and such failure shall continue for fifteen thirty (1530) consecutive days, days after notice of non-performance from any of the Agents. (e) Failure of Borrower to pay any Indebtedness (other than for Section 7.2(cthe Obligations) hereofwhen due (taking into account any grace or cure period) or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to permit the holder or holders of such Indebtedness to cause such Indebtedness to become due prior to its stated maturity or results in the acceleration of such Indebtedness; or any such Indebtedness of Borrower shall be seven declared to be due and payable or required to be prepaid (7other than by a regularly scheduled payment) consecutive days, after the earlier of (I) prior to the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and maturity thereof. (IIf) the date an Authorized Officer Failure of the Performance Guarantor or any of its Subsidiaries other than Borrower to pay Indebtedness in excess of $25,000,000 in aggregate principal amount (hereinafter, “Material Debt”) when due; or the default by Performance Guarantor or any of its Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to permit the holder or holders of such Material Debt to cause such Material Debt to become due prior to its stated maturity or results in the acceleration of such Material Debt; or any Material Debt of Performance Guarantor or any of its Subsidiaries other than Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) An Event of Bankruptcy shall occur with respect to Performance Guarantor, any Loan Party knows or should have known any of their respective Material Subsidiaries. (h) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 4.15%, (ii) the three-month rolling average Default Ratio shall exceed 2.80%, or (iii) the three-month rolling average Non-Contractual Dilution Ratio shall exceed 8.75%. (i) A Change of Control shall occur. (j) (i) One or more final judgments for the payment of money in an aggregate amount equal to or in excess of the amount set forth in Section 303(b)(2) of the Federal Bankruptcy Code shall be entered against Borrower and such breachjudgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution or (ii) one or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Material Subsidiaries (other than Borrower on claims not covered by insurance or as to which the insurance carrier has denied its responsibility), and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (ai) Any Loan Except as provided in paragraph 9.1(e), any Seller Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents hereunder when due and, for any such payment or deposit which is not in respect of principalCapital, such failure continues for three two (32) Business Days, or (ii) any Seller Party shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Seller Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effectmade. (c) Failure of Seller to pay any Indebtedness when due; or the default by Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Loan Seller Party 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 (ii) any proceeding shall be instituted by or against any Seller Party or any of its Subsidiaries seeking to adjudicate it 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 or other similar official for it or any substantial part of its property or (iii) any Seller Party or any of its Subsidiaries shall take any action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Seller shall fail to perform or observe comply with the terms of Section 2.5 hereof, or, on any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and day, the Aggregate Capital shall exceed the Purchase Limit on such failure continues for one (1) Business Dayday. (df) Any Loan Party As of the last day of any Measurement Period: (i) the average of the Charged-Off Trigger Ratios for the three Measurement Periods then most recently ended shall exceed 0.9%, or (ii) the average of the Dilution Ratios for the three Measurement Periods shall exceed (A) 5.0% for the three Measurement Periods ending in July, August, September or Performance Guarantor October of any year, or (B) 4.25% for the three Measurement Periods ending in November, December, January, February, March, April, May or June of any year. (g) A Change of Control shall fail occur. (h) One or more final judgments for the payment of money shall be entered against Seller on claims not covered by insurance or as to perform or observe any other covenant or agreement under any Transaction Documents which the insurance carrier has denied its responsibility, and such failure judgment shall continue unsatisfied and in effect for fifteen (15) consecutive daysdays without a stay of execution. (i) The occurrence of any Termination Event or the Termination Date (each as defined in the Receivable Sale Agreement) shall occur. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Purchasers shall cease to have either a valid and perfected first priority ownership or security interest in the Receivables. (k) As of the last day of any Measurement Period ending during the periods specified in the table below, the average of the three Measurement Periods then most recently ended for the Outstanding Balance of all Receivables included in the Purchaser Interests (regardless of whether they are Eligible Receivables on the date of determination) as to which any payment, or part thereof, remains unpaid for 61 days or more from the original due date for such payment shall exceed the percentage specified in the table below opposite such period: January, February, March or April 14.00 % May 18.50 % June 23.00 % July 27.00 % August or September 26.00 % October or November 20.00 % December 15.00 % (i) Any Loan Party (this and other capitalized terms in this Section 9.1(l) are used with the meanings attributed thereto in the Credit Agreement unless otherwise specified) or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, but after giving effect to any applicable grace periods) in respect of any Indebtedness or Guarantee (other than for Section 7.2(cIndebtedness hereunder and Indebtedness under Swap Contracts) hereofhaving an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, which shall be seven or (7B) consecutive daysfails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto (in each case, after giving effect to any applicable grace periods), or any other event occurs, the earlier effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (Ior a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the date giving of notice if required, such Indebtedness or such Guarantee to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Restricted Subsidiary thereof is the Performance Guarantor Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Restricted Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party receives notice or such Subsidiary as a result thereof is greater than the Threshold Amount. (m) Ferrellgas shall fail to maintain a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of such breach from at least 2.50 to 1.00. (n) Ferrellgas shall fail to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the Agent Credit Agreement) of not greater than 2.50 to 1.00. (o) Ferrellgas shall fail to maintain a Consolidated Leverage Ratio (as defined in the Credit Agreement) of not greater than 5.5 to 1.0. (p) Seller shall fail to hold at least one meeting each fiscal year of its Board of Directors or any Lender Group Agent and other comparable governing body. (IIq) the date Any Person shall be appointed as an Authorized Officer Independent Director of the Performance Guarantor Seller without prior notice thereof having been given to the Administrative Agent in accordance with Section 7.3(h) or any Loan Party knows or should have known without the written acknowledgement by the Administrative Agent that such Person conforms, in the reasonable judgment of such breachthe Administrative Agent based on the Seller’s representations, with the criteria set forth in the definition herein of “Independent Director.”

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Seller Party or Performance Guarantor shall fail to make any (i) payment or deposit required to be made by it under the Transaction Documents when due andand such failure continues for one (1) Business Day; PROVIDED, HOWEVER, that no Amortization Event shall occur under this Section 9.1(a)(i) as a result of any late payment or deposit which is cured within two (2) Business Days if (A) such late payment or deposit was due to circumstances beyond such Seller Party's or Performance Guarantor's control, (B) such late payments or deposits do not occur more than two (2) times in any calendar year, and (C) such Seller Party or Performance Guarantor pays interest on the overdue amount of such payment or deposit until paid at the Default Rate, or (ii) for any such payment or deposit which is not in respect of principal, such failure continues for three five (35) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Seller Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect (except if such representation or warranty already has a materiality threshold) when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breach; provided, however, that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effectmade. (c) Any Loan Seller Party shall (i) fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a7.2(b)-(i) or 7.2(c)(ii) or in fails to deliver any reports required by Section 8.5 when due and such failure to deliver any such reports continues for more than one (1) Business Day. (d) Any Loan Seller Party or Performance Guarantor or Permitted Sub-Servicer shall fail to perform or observe any other covenant or agreement under any Transaction Documents Document and such failure shall continue continues for fifteen thirty (1530) consecutive days, other than for Section 7.2(c) hereof, which shall be seven (7) consecutive days, days after the earlier of (I) the date the Performance Guarantor or such Loan Seller Party receives notice obtains knowledge of such breach from the failure or Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan notifies such Seller Party knows or should have known of such breachfailure, whichever occurs first.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (ai) Any Loan Party or Performance Guarantor the Borrower shall fail to make any payment of principal when due, or (ii) the Performance Guarantor or any Loan Party shall fail to make any other payment or deposit required to be made by it under the this Agreement or any other Transaction Documents Document when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three five (35) consecutive Business Days. (b) Any representation, warranty, certification or written statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmade; provided, however, provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification representation or statement that warranty which itself contains any a materiality threshold, including Material Adverse Effect. (c) (i) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due, or any covenant contained in Section 7.1(b) (other than Section 7.2(a) or 7.2(c7.1(b)(vii)) within three (3) Business Days after the same is due, or (ii) any Originator shall fail to perform or observe any covenant contained in Section 8.5 and such failure continues for one 4.1(b) of the Receivables Sale Agreement within three (13) Business DayDays after the same is due. (d) Any Performance Guarantor or any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement applicable to it under any Transaction Documents Document to which it is party and such failure shall continue for fifteen thirty (1530) consecutive days, other than for Section 7.2(c) hereof, which shall be seven (7) consecutive days, days after the earlier of (Ii) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized a Responsible Officer of the Performance Guarantor or of such Loan Party first obtains actual knowledge of such failure or non-performance and (ii) receipt by the Borrower of notice of non-performance from the Administrative Agent. (e) Failure of Borrower to pay any Indebtedness (other than the Obligations) when due (taking into account any grace or cure period) or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to permit the holder or holders of such Indebtedness to cause such Indebtedness to become due prior to its stated maturity or results in the acceleration of such Indebtedness; or any such Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) The Performance Guarantor or any of its Restricted Subsidiaries (other than the Borrower) fails to (A) make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $50,000,000, or (B) observe or perform any other agreement or condition relating to such Indebtedness or Guarantee referred to in the immediately preceding clause (A) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) There occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Performance Guaranty or any Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Performance Guaranty or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Company or such Restricted Subsidiary as a result thereof is greater than $50,000,000. (g) Any of the Performance Guarantor, any Loan Party knows or should have known any Restricted Subsidiary that is a Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, examiner, rehabilitator or similar officer for it or for all or any material part of its property; or (ii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such breachPerson and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; (h) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 3.0%, (ii) the three-month rolling average Default Ratio shall exceed 2.75%, (iii) the three-month rolling average Non-Contractual Dilution Ratio shall exceed 6.5%, or (iv) the three-month rolling average Days Sales Outstanding shall exceed 55; (i) A Change of Control shall occur. (j) There is entered against a Loan Party, the Performance Guarantor or a Restricted Subsidiary that is a Material Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the $50,000,000 (to the extent not covered by independent, third-party insurance as to which the applicable insurer has not disputed, denied or failed to acknowledge coverage), or (ii) any one or more nonmonetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect. (k) The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement; or without the Administrative Agent’s prior written consent, Borrower shall consent to any assignment by an Originator of its rights or obligations under the Receivables Sale Agreement other than to any other Originator or to the surviving entity in a merger or consolidation of an Originator with any other Person who is or is to become an Originator after giving effect to such merger or consolidation; or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Borrower under the Receivables Sale Agreement. (l) Any Transaction Document shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Loan Party or any Originator (in each case, with respect to such Transaction Document to which it is a party) or the Administrative Agent for the benefit of the Secured Parties shall cease to have a valid and perfected first priority security interest in the Collateral. (m) Either (i) the Aggregate Principal exceeds the Aggregate Commitment or (ii) a Borrowing Base Deficit exists, and such condition remains unremedied for one (1) Business Day after the earlier of the date on which (i) notice has been given to the Borrower by the Administrative Agent of such occurrence or (ii) a Responsible Officer of the Borrower shall have knowledge thereof. (n) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of its obligations thereunder. (o) Any breach shall occur of any financial covenant set forth in Section 7.12 of the Parent Credit Agreement as in effect on the date hereof (as amended by any amendment or waiver to the Parent Credit Agreement executed by Lenders that at the time of such amendment or waiver were party to the Parent Credit Agreement and that at such time constituted the Required Lenders, in which case the Parent Credit Agreement shall be deemed to have been amended or waived for purposes of this Amortization Event by such amendment or waiver). (p) A material adverse change occurs with regard to the Servicer’s operations or policies, which would make it unlikely, adversely effect, or prevent Servicer from performing its obligations under the Transaction Documents to which it is a party.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Seller Party or Performance Guarantor shall fail to make (i) any payment or deposit in respect of principal required to be made by it under the Transaction Documents when due, (ii) any payment or deposit required in respect of interest to be made by it under the Transaction Documents when due andand such failure continues for 3 consecutive Business Days and (iii) any payment or deposit required in respect of anything other than principal or interest and such failure continues for 10 consecutive Business Days; PROVIDED, for HOWEVER, that no Amortization Event shall occur under this Section 9.1(a) as a result of any such late payment or deposit which is not in respect of principal, cured within one (1) Business Day if such failure continues for three (3) consecutive Business Dayslate payment was due to circumstances beyond such Seller Party's control. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Seller Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmade; provided, however, that PROVIDED THAT the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification representation or statement that warranty which itself contains any a materiality threshold; and, including Material Adverse EffectPROVIDED FURTHER, that any misrepresentation or certification for which the Agent has actually received a Deemed Collection shall not constitute an Amortization Event hereunder. (c) Any Loan Seller Party shall fail to perform or observe any covenant contained in (i) Section 7.2 7.2(d) through and including 7.2(i); (other than ii) Section 7.2(a) or 7.2(c)and 7.2(e) or in Section 8.5 and such failure continues shall continue for one 10 consecutive Business Days provided such failure can reasonably be cured or (1iii) Section 8.5 when due and such failure to shall continue for 1 Business Day. (d) Any Loan Seller Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for fifteen thirty (1530) consecutive days; PROVIDED, other than for Section 7.2(cHOWEVER, that in the case of a failure to perform or observe any such covenant or agreement of the Servicer which the Servicer is unable to cure within such thirty (30) hereofday period after diligent efforts, which the Servicer shall be seven permitted an additional thirty (730) consecutive days, after the earlier of (I) the date the Performance Guarantor days to cure such nonperformance or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachnonobservance.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Loan Party or Performance Guarantor shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) 3 consecutive Business Days. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been materially incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date the Performance Guarantor or such Loan Party receives notice of such breach from the Agent or any Lender Group Agent and (II) the date an Authorized Officer of the Performance Guarantor or any Loan Party knows or should have known of such breachmade; provided, however, PROVIDED that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification representation or statement warranty that itself contains any a materiality threshold, including Material Adverse Effect. (c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 (other than Section 7.2(a) or 7.2(c)) or in Section 8.5 and such failure continues for one (1) Business Daywhen due. (d) Any Loan Party or Performance Guarantor shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue remain unremedied for fifteen (15) consecutive days, other than for Section 7.2(c) hereof, which shall be seven (7) consecutive days, 30 days after the earlier of (Ii) an Executive Officer of any of such Persons obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any Loan Party or Performance Guarantor by any of the Agents or any Lender. (e) Failure of Borrower to pay any Debt (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Debt to cause, such Debt to become due prior to its stated maturity; or any such Debt of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date the of maturity thereof. (f) Failure of Performance Guarantor or such Loan Party receives notice the Servicer or any of their respective Subsidiaries other than Borrower to pay Debt in excess of $10,000,000 in aggregate principal amount (hereinafter, "MATERIAL DEBT") when due; or the default by Performance Guarantor or any of its Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such breach from the Agent Material Debt to cause, such Material Debt to become due prior to its stated maturity; or any Lender Group Agent Material Debt of Performance Guarantor, the Servicer or any of their respective Subsidiaries other than Borrower shall be declared to be due and payable or required to be prepaid (IIother than by a regularly scheduled payment) prior to the date an Authorized Officer of the maturity thereof. (g) An Event of Bankruptcy shall occur with respect to Performance Guarantor or any Loan Party knows Party. (h) As at the end of any Calculation Period: (i) the three-month rolling average Delinquency Ratio shall exceed 5.75%, (ii) the three-month rolling average Default Ratio shall exceed 3.00%, or (iii) the three-month rolling average Dilution Ratio shall exceed 4.50%. (i) A Change of Control shall occur. (i) One or should have known more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Performance Guarantor or any of its Subsidiaries (other than Borrower on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such breachjudgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.