Common use of Termination Events Clause in Contracts

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of any one or more of the following events shall constitute a be Termination EventEvents (“Termination Events”) hereunder: (a) Originator shall fail a Servicer Default occurs and is continuing; or (ib) failure on the part of either Seller or any of the Originators to make any payment or deposit (including without limitation with respect to Collections) required hereunder when dueby the terms of any Transaction Document on the day such payment or deposit is required to be made and the same continues unremedied for two Business Days; or (c) the occurrence of an Insolvency Event relating to any of the Originators, or (ii) to perform or observe any termeither Seller, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) the Servicer or any other Transaction Document to Affiliate of any of the Originators which it is a party and such failure shall continue for three (3) consecutive Business Days.to a Permitted Securitization Transaction; or (bd) Any representationeither Seller shall become required to register as an “investment company” within the meaning of the Investment Company Act of 1940, warrantyas amended (the “40 Act”) or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 40 Act; or (e) a regulatory, certification tax or statement made by Originator in this Agreementaccounting body has ordered that the activities of either Seller or any Affiliate of either Seller contemplated hereby be terminated or, as a result of any other Transaction Document event 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 andcircumstance, with respect to any representation, warranty or certification relating to the particular character activities of any one or more Receivables, could either Seller contemplated hereby may reasonably be expected to have cause such Seller or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; or (f) there shall exist any event or occurrence that has caused a Material Adverse Effect on Effect; or (g) the Receivables as Internal Revenue Service shall file notice of a whole; provided that lien pursuant to Section 6323 of the materiality threshold in Code with regard to any assets of either Seller or any of the preceding clause Originators and such lien shall not be applicable have been released within five Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with respect regard to any representation of the assets of either Seller or warranty which itself contains a materiality threshold.any of the Originators and such lien shall not have been released within five Business Days; or (ch) Failure of Originator to pay any Material Indebtedness of Originator when dueChange-in-Control shall occur; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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.or (i) Originator (i) unless otherwise cured pursuant to Section 2.4(b), any Transaction Document, or any lien or security interest granted thereunder, shall generally not pay (except in accordance with its debts as such debts become due terms), in whole or shall admit in writing its inability part, terminate, cease to pay its debts generally be effective or shall make a general assignment for cease to be the benefit legally valid, binding and enforceable obligation of creditors; either Seller, any of the Originators or the Servicer, (ii) either Seller, any proceeding shall be instituted by or against Originator seeking to adjudicate it bankrupt or insolventof the Originators, 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 Servicer or any substantial part other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of its property any Transaction Document or any lien or security interest thereunder, or (iii) Originator shall take any corporate action to authorize security interest securing any of the actions set forth obligation under any Transaction Document shall, in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually whole or in the aggregatepart, shall cease to be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000perfected first priority security interest; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.or

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made or deemed made by Originator any of the Originators in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect false or misleading in any material respect when made or deemed made and, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholemade; provided that the materiality threshold in the preceding clause this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (cb) Failure Any of Originator the Originators shall fail to pay make any Material Indebtedness of Originator payment or deposit required hereunder when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator shall be declared to be due and payable or required to be prepaid such failure shall continue for one (other than by a regularly scheduled payment1) prior to the date of maturity thereofBusiness Day. (c) Any of the Originators shall fail to perform any covenant contained in Section 1.1(b) or 4.2 when due and, in the case of a failure to perform under Section 4.2, such failure shall continue for five (5) Business Days after discovery thereof by the applicable Originator. (d) Any of the Originators shall fail to perform or observe any other term, covenant or agreement under any of the Transaction Documents and continues for thirty (30) days from the date that is the earlier of (i) notice thereof to the applicable Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or by any Person and (ii) any proceeding shall be instituted discovery thereof by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d)applicable Originator. (e) A Change An Event of Control Bankruptcy shall occuroccur with respect to any of the Originators. (f) One (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or more final judgments for to be the payment legally valid, binding and enforceable obligation of money in an aggregate amount in excess of $10,000,000the Performance Guarantor, individually or in (iii) the aggregate, Performance Guarantor shall be entered against Originator and/or any of repudiate its Subsidiaries 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 twenty (20) consecutive days without a stay of executionobligations thereunder. (g) An ERISA Event The Internal Revenue Service shall occur file notice of a lien pursuant to Section 6323 of the Code with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount amounts in excess of $5,000,000; 100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (ii30) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000days.

Termination Events. (a) The occurrence Employment Term will end, and the parties will not have any rights or obligations under this Agreement (except for the rights and obligations under those Sections of any one or more this Agreement that are continuing and will survive the end of the Employment Term, as specified in Section 9.10 of this Agreement) on the earliest to occur of the following events shall constitute (each a "Termination Event:Date"): (a1) Originator shall fail the death of Employee; (i2) to make any payment or deposit required hereunder when due, or the termination of Employee’s employment as a result of Employee’s Disability (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to defined in clause (iSection 4.1(b) of this paragraph Agreement) of Employee; (a3) the termination of Employee's employment by Employee without Good Reason (as defined in Section 4.1(d) of this Agreement); (4) or any other Transaction Document to which it is a party and such failure shall continue the termination of Employee's employment by the Company for Cause (as defined in Section 4.1(c) of this Agreement); (5) the termination of Employee's employment by the Company without Cause; (6) the termination of Employee’s employment by Employee for Good Reason within three (3) consecutive Business Daysmonths of the inception of the event giving rise to the Good Reason; provided, however, the Employee has first given the Employer written notice of the Good Reason within ten (10) business days of its occurrence and thirty (30) days following such notice to correct it; or (7) the termination of Employee’s employment by the Company within twelve (12) months of Change in Control (as defined in Section 8.1 of this Agreement). (b) Any representation, warranty, certification or statement made by Originator in For the purposes of this Agreement, "Disability" means Employee's inability, whether mental or physical, to perform the normal duties of Employee's position for ninety (90) days (which need not be consecutive) during any other Transaction Document or in any other document delivered pursuant hereto or thereto twelve (12) consecutive month period, and the effective date of such Disability shall prove be the day next following such ninetieth (90th) day. If the Company and Employee are unable to have been incorrect in any material respect when made or deemed made andagree as to whether Employee is disabled, with respect the question will be decided by a physician to any representationbe paid by the Company and designated by the Company, warranty or certification relating subject to the particular character approval of any one or more Receivables, could reasonably Employee (which approval may not be expected to have a Material Adverse Effect unreasonably withheld) whose determination will be final and binding on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdparties. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each a "Termination Event") shall occur and be continuing: (a) Originator any Transaction Party shall fail (i) to make any payment or deposit required to be made by it hereunder or under any of the Transaction Documents when duedue hereunder or thereunder and such failure shall remain unremedied for one Business Day; or (b) any representation, warranty, certification or (ii) to perform or observe statement made by any termTransaction Party in this Agreement, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect (or, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty shall prove to have been incorrect in any respect, subject only to the materiality or Material Adverse Effect qualification set forth therein) when made or deemed made made; or (c) any Transaction Party shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.01(a) (as to maintenance of existence only), 5.01(d) or 5.01(l)(iv) of this Agreement or (ii) any other term, covenant or agreement contained in this Agreement or any other Transaction Document on its part to be performed or observed and, solely in the case of this clause (ii), such failure shall remain unremedied for ten (10) days after such Transaction Party has knowledge or receives notice thereof; or (i) the Originator or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; or (ii) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity, other than at the election of the Originator or any Subsidiary, or that, subject to any applicable grace period, enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, however, that this clause (d)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (e) any Event of Bankruptcy shall occur with respect to any representationTransaction Party; or (f) the Buyer shall, warranty for any reason, fail or certification relating cease to have good marketable title to the particular character Receivables and Related Security and Collections with respect thereto, free and clear of any one Adverse Claims (other than Adverse Claims created hereunder and under the Receivables Purchase Agreement); or (g) any Change of Control shall occur; or (h) there shall have occurred since the Closing Date any event or more Receivables, condition which has had or could reasonably be expected to have a Material Adverse Effect material adverse effect on (A) the Receivables as a whole; provided that ability of the materiality threshold in Buyer or the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness perform its obligations under the Transaction Documents or (B) the collectibility of Originator when duethe Receivables; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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.or (i) Originator shall generally not pay its debts as such debts become due any Transaction Party receives notice or shall admit in writing its inability to pay its debts generally or shall make becomes aware that (i) a general assignment for the benefit notice of creditors; federal tax lien has been filed against any Transaction Party or (ii) a notice of lien has been filed against any proceeding shall be instituted by Transaction Party under Section 412(n) of the IRC or against Originator seeking Section 302(f) of ERISA for a failure 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 make a receiver, trustee required installment or other similar official for it or any substantial part of its property or (iiipayment to a plan to which Section 412(n) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) IRC or (iiSection 302(f) of this subsection (d).ERISA applies; or (ej) A Change of Control shall occur. (f) One one or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or 25,000,000 (except in each case to the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims not extent covered by insurance or as to other right of reimbursement or indemnification), or which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan have or Multiemployer Plan which his resulted or could would reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Planhave a Material Adverse Effect, such Multiemployer Plan or shall be rendered against the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at Originator, any time exceeds $5,000,000; or (iii) Originator Subsidiary or any ERISA Affiliate combination thereof and the same shall fail remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed or bonded pending appeal; then, and in any such event, the Buyer may, in its discretion, declare the Termination Date to pay when duehave occurred upon notice to the Originator (in which case the Termination Date shall be deemed to have occurred); provided, after however, that, automatically upon the expiration occurrence of any applicable grace period, any installment payment Event of Bankruptcy with respect to any Transaction Party (without any requirement for the giving of notice), the Termination Date shall occur. Upon any such declaration or upon such automatic termination, the Buyer and its withdrawal liability assigns shall have, in addition to the rights and remedies which it may have under Section 4201 of ERISA this Agreement, all other rights and remedies provided after default under a Multiemployer Plan in an aggregate amount in excess of $5,000,000the UCC and under other applicable law, which rights and remedies shall be cumulative.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator Any Transferor or Smithfield Support shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party due and such failure shall continue for three two (32) consecutive Business Days. (b) Any Transferor or Smithfield Support shall fail to observe or perform any covenant or agreement contained in Section 4.1(b)(iv) or 4.2. (c) Any Transferor or Smithfield Support shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in Sections 5.1(a) and (b)), and such failure shall remain unremedied for fifteen (15) days after the earlier of (i) an Executive Officer of any of the Transferors and Smithfield Support obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any of the Transferors and Smithfield Support by Buyer. (d) Any representation, warranty, certification or statement made by Originator any Transferor or Smithfield Support in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholemade; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdthreshold and provided, further, that any misrepresentation or certification for which Buyer has actually received a Purchase Price Credit shall not constitute a Termination Event hereunder. (ce) Failure Any of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any termTransferors, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; Smithfield Support or any such Material Indebtedness of Originator the Non-Excluded Subsidiaries 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) Originator shall generally not pay its debts as such debts become due or shall unable, admit in writing its inability or fail generally 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 Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d)Debts as they become due. (ef) An Event of Bankruptcy shall occur with respect to Smithfield, SFFC, Smithfield Support or any Originator. (g) A Change of Control shall occur. (fi) An ERISA Event shall have occurred or (ii) such other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) and (ii) such event or condition, when taken together with all other such events or conditions, if any, that have occurred, is reasonably likely to result in a Material Adverse Effect; (i) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000150,000,000 (to the extent not adequately covered by insurance as to which the insurer has not denied or contested coverage) shall be rendered against ▇▇▇▇▇▇▇▇▇▇, any Subsidiary of Smithfield (other than any Excluded Subsidiary), any Originator, any Subsidiary of an Originator (other than any Excluded Subsidiary) or any combination thereof and the same shall remain unpaid or undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Smithfield, any Subsidiary of Smithfield, any Originator or any Subsidiary of any Originator (other than any Excluded Subsidiary) to enforce any such judgment, or Smithfield, any Subsidiary of Smithfield (other than any Excluded Subsidiary), any Originator or any Subsidiary of any Originator (other than any Excluded Subsidiary) shall fail within 45 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result have a Material Adverse Effect, which judgments or orders, in liability of Originator any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued. (j) A Subordinated Lender shall fail to make any Subordinated Loan under Title IV of ERISA the applicable subordinated loan agreement following the Buyer’s request therefor. (k) Any Transaction Document ceases to such Pension Plan, such Multiemployer Plan be in full force and effect or the PBGC in an aggregate amount in excess validity or enforceability thereof is disaffirmed by or on behalf of $5,000,000; (ii) the aggregate amount of Unfundedany Transferor or any Non-Pension Liability among all Pension Plans Excluded Subsidiary, or at any time exceeds $5,000,000; it is or becomes unlawful for any Transferor or any Non-Excluded Subsidiary to perform or comply with its obligations under any Transaction Document, or the obligations of any of the Transferors or any Non-Excluded Subsidiary under any Transaction Document are not, or cease to be, legal, valid and binding on any of the Transferors or any Non-Excluded Subsidiary. (iiil) A regulatory, tax or accounting body has ordered that the activities of any Originator or any ERISA Affiliate shall fail to pay when dueof such Originator contemplated hereby be terminated or, after the expiration as a result of any applicable grace periodother event or circumstance, the activities of such Originator or any installment payment with respect Affiliate of such Originator contemplated hereby may reasonably be expected to cause such Originator or any of its withdrawal liability under Section 4201 respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences. (m) There shall occur any loss, termination, cancellation or other material impairment of ERISA under any governmental license, certificate, or permit by any Transferor or any Non-Excluded Subsidiary which is reasonably likely to have a Multiemployer Plan in an aggregate amount in excess of $5,000,000Material Adverse Effect.

Termination Events. The occurrence of any one or more of the following events shall constitute a “Termination Event”: (a) Originator the Borrower or the Servicer shall fail default in the payment of any amount required to be made under the terms of this Agreement and such default is not cured or waived within three Business Days following the occurrence thereof; (i) to make any payment or deposit required hereunder when due, or (ii) the Borrower shall fail to perform or observe in any term, material respect any other covenant or other agreement hereunder (other than as referred to of the Borrower set forth in clause (i) of this paragraph (a)) or Agreement and any other Transaction Document to which it is a party and such failure party, or (ii) the Originator shall continue for three (3) consecutive Business Days. (b) Any representationfail to perform or observe in any material respect any term, warranty, certification covenant or statement made by agreement of the Originator set forth in this Agreement, any other Transaction Document or to which it is a party, in any other document delivered pursuant hereto or thereto each case when such failure continues unremedied for more than 20 days after written notice thereof shall prove to have been incorrect in given by the Agent or any material respect when made or deemed made and, Secured Party to such Person; (c) an Insolvency Event shall occur with respect to the Borrower or the Originator; (d) a Servicer Termination Event occurs; (e) any representation, warranty or certification relating made or deemed made by the Borrower or the Originator hereunder shall prove to be incorrect as of the time when the same shall have been made, and such incorrect representation, warranty or certification can reasonably be expected to have a material adverse effect on the interests of any party hereto, and such incorrect representation, warranty or certification, if capable of being remedied, shall continue for 30 days without being remedied or cured after the earlier of (i) receipt by the Servicer of written notice with respect thereto from the Agent or the Trustee and (ii) notice thereof to the particular character Borrower or the Originator by an officer of the Borrower or the Originator with actual knowledge of such incorrect representation, warranty or certification; (f) the amount of Advances Outstanding shall exceed the Maximum Availability, for more than three consecutive Business Days; (g) an Overcollateralization Shortfall exists and continues unremedied for a period of three Business Days; (h) a Required Equity Shortfall exists and continues unremedied for a period of three Business Days; (i) the Borrower or the Originator agrees or consents to, or otherwise permits any one amendment, modification, change, supplement or more Receivables, rescission of or to the Credit and Collection Policy in whole or in part that could reasonably be expected to have a Material Adverse Effect material adverse effect upon the Loans or the interests of the Lenders without the prior written consent of the Agent and each Lender; (j) any Change in Control of the Borrower or Originator occurs; (k) on each day during a period of five consecutive Business Days, (i) the Receivables as aggregate Interest Rate Hedge Notional Amount is less than the product of the Hedge Percentage on such day and the Interest Rate Hedge Amount on that day, (ii) the Non-USD Notional Amount of any Non-USD Loan being hedged is less than the Outstanding Loan Balance of such Non-USD Loan on that day or (iii) any Interest Rate Hedge Transaction or Currency Hedge Transaction fails to meet the requirements set forth in Section 5.2(a) or 5.2(b), respectively; (l) the Trustee on behalf of the Secured Parties, shall fail for any reason to have a whole; provided that valid and perfected first priority security interest in any of the materiality threshold Collateral and such failure continues unremedied for more than five Business Days after written notice thereof shall have been given to the Trustee, the Servicer and the Borrower by the Agent or any Lender; (m) the Rolling Three-Month Default Ratio is less than 7% for a period of 15 consecutive days; (n) the Borrower or the Originator defaults in the preceding clause shall not making any payment required to be applicable made with respect to any representation material recourse debt or warranty other obligation to which itself contains either is a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or party and such default is not cured within the default by Originator in the performance of any termrelevant cure period, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator recourse debt or other obligation 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.its maturity; (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments judgment for the payment of money in an aggregate amount excess of 10% of the Tangible Net Worth of the Originator shall have been rendered against the Originator or $250,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, the Originator shall not have either: (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supersedes or otherwise during the pendency of such appeal or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $10,000,0002,500,000 or $250,000, individually respectively, in settlement of any litigation; (p) the Borrower shall become required to register as an “investment company” under the 1940 Act or in the aggregatearrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act or any rules, shall be entered against Originator and/or any regulations or orders issued by the SEC thereunder; (q) the business and other activities of its Subsidiaries on claims the Borrower or the Originator, including but not covered limited to, the acceptance of the Advances by insurance or as the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the insurance carrier has denied its responsibilityBorrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution.regulations promulgated thereunder; (gr) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result Material Adverse Change in liability the operations of Originator under Title IV of ERISA to such Pension Planthe Originator, such Multiemployer Plan the Servicer or the PBGC Borrower shall occur; or (s) a change in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator binding law or any ERISA Affiliate rule or regulation having the force of law shall fail occur, which would cause the legal conclusions made in the true sale, non-consolidation and perfection opinions delivered in connection with the Transaction Documents to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000be incorrect.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any Originator or Performance Guarantor shall fail to (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe deliver any termPurchase and Contribution Report when due, covenant or agreement hereunder (other than as referred to and, in clause (i) either of this paragraph (a)) or any other Transaction Document to which it is a party and the foregoing cases, such failure shall continue for three two (32) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any Originator in this Agreement, any other Transaction Document 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 solely in the case of the representations made under Section 2.1(a), 2.1(e) and 2.1(h), shall continue to any representation, warranty or certification relating to the particular character be materially incorrect for a period of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholethirty (30) days after such Originator obtains knowledge thereof; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdthreshold and provided further, that any misrepresentation or certification for which Buyer received a Purchase Price Credit in accordance with Section 1.5 of this Agreement shall not constitute a Termination Event hereunder. (c) Any Originator shall breach any covenant contained in Section 4.1(b)(i) or Section 4.2 (other than Section 4.2(a)(ii)). (d) Any Originator shall breach covenant contained in Section 4.2(a)(ii) and such breach is not remedied within ten (10) Business Days of its occurrence, (e) Any Originator shall breach, fail to perform or observe any covenant contained in any Section of this Agreement (which is not covered by another subsection, paragraph or clause of this Section 5.1) or of any other Transaction Document to which it is a party which is not remedied within thirty (30) days after written notice from Buyer (or the Administrator, as Buyer’s pledgee). (f) (i) Failure of Jarden, any Originator or any of their material Subsidiaries to pay any Material Indebtedness of Originator Debt when due; or the (ii) default by Originator Jarden or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness Debt was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause the holder or holders of such Material Indebtedness Debt to cause such Material Debt to become due prior to its stated maturity; (iii) Material Debt of Jarden or any such Material Indebtedness of Originator its Subsidiaries shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled paymentpayment or as a result of the sale of an asset securing such Material Debt) prior to the date of stated maturity thereof; or (iv) default by Jarden or any of its Subsidiaries in the performance of any financial covenant 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. (g) (i) Any Originator or Performance Guarantor 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 Originator or Performance Guarantor 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 Originator or Performance Guarantor shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (df). (eh) A Change of Control shall occur. (fi) One Jarden or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge, or stay execution of, one or more final judgments judgment(s) or order(s) for the payment of money in an aggregate amount in excess of $10,000,000, individually or 30,000,000 in the aggregate, shall be entered against Originator and/or any aggregate (exclusive of its Subsidiaries on claims not judgment or order amounts fully covered by independent third-party insurance where the insurer has not disputed or as to which the insurance carrier has denied its responsibility, and coverage in respect of such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of executionor order). (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator shall fail (i) (A) during a Level One Enhancement Period, to make any payment or deposit required hereunder when duedue and such failure shall continue for two (2) Business Days, and (B) during a Level Two Enhancement Period or a Level Three Enhancement Period, to make any payment or deposit required hereunder when due and such failure shall continue for one (1) 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 Section 5.1(b) through (f) or any other Transaction Document to which it is a party and such failure shall continue for three five (35) consecutive Business DaysDays or a “Servicer Default” shall occur under (and as such term is defined in) the Servicing Agreement. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (ii) with respect to any representations, warranties, certifications or statements which do not contain a materiality qualifier, incorrect in any material respect when made or deemed made and, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdmade. (c) (i) Failure of Originator to pay any Material Indebtedness when due in excess of Originator when due$25,000,000 and such failure shall continue after any applicable grace period; or (ii) the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause cause, or to permit the holder or holders of such Material Indebtedness to cause, such Indebtedness to become due prior to its stated maturity, unless the obligor under or holder of such Indebtedness shall have waived in writing such circumstance, or such circumstance has been cured so that such circumstance is no longer continuing; or (iii) any such Material Indebtedness of Originator 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; or (iv) any Indenture Event of Default shall occur. (d) (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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 it (but not instituted by it), any such proceeding shall remain dismissed 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or 25,000,000 in the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and (i) enforcement proceedings have been commenced by any creditor upon any such judgement or (ii) such judgment shall continue unsatisfied and in effect for twenty thirty (2030) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when dueprovide Buyer and its assigns, after within fifteen (15) days of the expiration Initial Cutoff Date, acknowledgement copies evidencing the filing of any applicable grace periodUCC-3 financing statements substantially in the form of Exhibit VII amending the UCC-1 Financing Statements filed pursuant to the Supplement Indentures Sixty-Eighth through Seventy-Fifth, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000Seventy-Seventh, Seventy-Ninth, Eightieth, Eighty-Third, and Eighty-Seventh through Ninety.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each, a “Termination Event”) shall occur: (a) Originator The Transferor shall fail (i) to make any payment payment, transfer or deposit required to be made by it hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days.; or (b) Any representation, warranty, certification representation or statement warranty made or deemed to be made by Originator the Transferor (or any of its officers) under or in connection with this Agreement, Agreement or other information or certificate delivered pursuant to this Agreement or any other Transaction Operative Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made andto have been made, with respect provided that such breach shall not give rise to any representation, warranty a Termination Event if the affected Medallion Loans are retransferred by the Transferor or certification relating the Servicer pursuant to the particular character Section 8.02 of any one this Agreement or more Receivables, could reasonably be expected to if it does not have a Material Adverse Effect on the Receivables as a wholeEffect; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.or (c) Failure of Originator The Transferor shall fail to pay perform or duly observe any Material Indebtedness of Originator when due; or the default by Originator in the performance of any other material term, provision covenant or condition agreement contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; this Agreement or any such Material Indebtedness other Operative Document to which it is a party, which failure continues unremedied for fifteen (15) Business Days after the earlier of Originator 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) Originator shall generally not pay its debts as the date on which the Transferor knew or should have known of 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 failure and (ii) the date on which written notice of such failure shall have been given to the Transferor; or (d) Any Purchase by the Transferee shall for any proceeding shall be instituted by or against Originator seeking reason cease to adjudicate it bankrupt or insolventcreate a valid sale, transfer and assignment of all of the Transferor’s right, title and interest in and to such Medallion Loans and Related Assets, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating cease to bankruptcy, insolvency or reorganization or relief of debtors, or seeking create a valid and perfected first priority “security interest” (as defined in 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) Originator shall take any corporate action to authorize any UCC of the actions set forth jurisdiction the law of which governs the perfection of the interest in Medallion Loans purchased hereunder) in each Medallion Loan and Related Assets with respect thereto; provided, however, if any such failure relates to a Medallion Loan which is retransferred to the foregoing clauses (i) or (ii) of Transferor pursuant to Section 8.02 hereof, then such failure shall not give rise to a Termination Event under this subsection (d).; or (e) A Change The Transferor shall have suffered any material adverse change to its financial condition or operations which could be reasonably expected to materially adversely affect the collectibility of Control shall occur.the Medallion Loans or the ability of the Transferor to conduct its business or perform its obligations hereunder; or (f) One The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Transferor or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, Affiliates and such judgment lien shall continue unsatisfied not have been released within five (5) Business Days or the Pension Benefit Guaranty Corporation shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Transferor or any of its Affiliates and in effect for twenty such lien shall not have been released within five (205) consecutive days without a stay of execution.Business Days; or (g) An ERISA Event The Transferor’s activities shall occur with respect to have been terminated in whole or in part for any reason by (i) any Taxi Commission or any regulatory body and such termination has a Pension Plan Material Adverse Effect or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount New York City Taxi Commission; then, and in any such event, the Transferee may immediately, by notice to the Transferor, declare the Termination Date to have occurred. Upon any such declaration, the Transferee shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate applicable jurisdictions and other applicable laws, which rights shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000be cumulative.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any Originator shall fail (i) to make any payment or deposit required hereunder when duedue and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) consecutive Business Days, or (ii) to perform or observe any term, covenant contained in Section 4.2 (other than Sections 4.2(a) and 4.2(c)) for one (1) Business Day or (iii) to perform or observe any covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or under any other Transaction Document to which it is a party and such failure shall continue for three fifteen (315) consecutive Business Daysdays (other than Section 4.2(c), which shall be seven (7) days) after the earlier of (I) the date such Originator receives notice of such breach from Buyer, the Agent or any Lender Group Agent and (II) the date an Authorized Officer of such Originator knows or should have known of such breach. (b) Any representation, warranty, certification or statement made by any Originator 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 warranty, certification or certification relating to statement that was so incorrect and which can be cured, is not cured within ten (10) days after the particular character earlier of (I) the date such Originator receives notice of such breach from Buyer, the Agent or any one Lender Group Agent and (II) the date an Authorized Officer of such Originator knows or more Receivablesshould have known of such breach; provided, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided however, that the materiality threshold in the preceding clause shall not be applicable with respect to any representation representation, warranty, certification or warranty which statement that itself contains a any materiality threshold, including Material Adverse Effect. (c) Failure of any Originator or any of its Affiliates to pay any Material Indebtedness when due in excess of Originator when due$50,000,000; or the default by any Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created Sections 6.01A, 6.05A, 6.06A, 6.08A, 6.11A, 6.13A, 6.14A, 6.15A or is governed, 6.16A of the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; Senior Credit Agreement or any such Material Indebtedness of an Originator or any of its Affiliates 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. (id) Any Originator or any of its 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 Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) An Event of Bankruptcy shall occur with respect to any Originator or any of its Subsidiaries. (f) A Change of Control shall occur. (fg) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,00050,000,000, individually or in the aggregate, shall be entered against any Originator and/or any of its Subsidiaries 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 twenty sixty (2060) consecutive days without a stay of execution. (gh) 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, Collections and/or Related Security and such lien shall continue until the earlier of (i) seven (7) days after inception and (ii) knowledge by any Secured Party of such lien, or the PBGC shall impose a lien pursuant to Section 4068 of ERISA with regard to any of the Receivables, Collections and/or Related Security. (i) Any Plan of any Originator or any of its respective ERISA Affiliates: (i) shall fail to be funded in accordance with the minimum funding standard required by Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under Section 412 of the Tax Code or Section 303 of ERISA; or (ii) is being, or within the five years preceding the Closing Date, has been, terminated or the subject of termination proceedings under Section 4041(c) of ERISA; or (iii) shall require such Originator or any of its ERISA Affiliates to provide security under Section 401(a)(29) or 412 of the Tax Code or Section 306 or 307 of ERISA; or (iv) results in a liability to such Originator or any of its ERISA Affiliates under applicable law, or Title IV ERISA other than a liability for PBGC premiums due but not delinquent under Section 4007 of ERISA, and there shall result from any such failure, waiver, termination or other event a liability to the PBGC or a Plan that would have a Material Adverse Effect. (j) An ERISA Event shall occur have occurred that, in the opinion of the Required Lenders, when taken together with respect to a Pension Plan or Multiemployer Plan which his resulted or all other ERISA Events that have occurred for all periods and are then outstanding, could reasonably be expected to result in liability of Originator under Title IV the Performance Guarantor or any of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC its Subsidiaries in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,00050,000,000.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Either Originator shall fail (i) to make any payment or deposit required hereunder when due, (ii) to observe or perform any covenant set forth in Section 4.2 and such failure shall continue for three (3) consecutive Business Days or (iiiii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause clauses (i) and (ii) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three five (35) consecutive Business Days. (b) Any material representation, warranty, certification or statement made by either Originator in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdmade. (c) Failure of either Originator to pay any Material Indebtedness of Originator when due, which individually or together with other such Indebtedness as to which any such failures exists has an aggregate outstanding principal amount in excess of $10,000,000; or the default by either Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause cause, or to permit the holder or holders of such Material Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of either Originator 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. (id) Either Originator or any of its respective 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 either Originator or any of its respective 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One either Originator or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its respective Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.shall

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator shall fail (i) (A) during a Level One Enhancement Period, to make any payment or deposit required hereunder when duedue and such failure shall continue for two (2) Business Days, and (B) during a Level Two Enhancement Period or a Level Three Enhancement Period, to make any payment or deposit required hereunder when due and such failure shall continue for one (1) 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 Section 5.1(b) through (f) or any other Transaction Document to which it is a party and such failure shall continue for three five (35) consecutive Business DaysDays or a “Servicer Default” shall occur under (and as such term is defined in) either(19) Servicing Agreement. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (ii) with respect to any representations, warranties, certifications or statements which do not contain a materiality qualifier, incorrect in any material respect when made or deemed made and, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdmade. (ci) Failure of Originator to pay any Material Indebtedness when due in excess of Originator when due$25,000,000 and such failure shall continue after any applicable grace period; or (ii) the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause cause, or to permit the holder or holders of such Material Indebtedness to cause, such Indebtedness to become due prior to its stated maturity, unless the obligor under or holder of such Indebtedness shall have waived in writing such circumstance, or such circumstance has been cured so that such circumstance is no longer continuing; or (iii) any such Material Indebtedness of Originator 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; or (iv) any Indenture Event of Default shall occur. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.,

Termination Events. The occurrence of If any one or more of the following events shall constitute a (each an "Termination Event") shall occur and be continuing: (a) Originator any Transaction Party shall fail (i) to make any payment or deposit required to be made by it hereunder or under any of the Transaction Documents when duedue hereunder or thereunder and such failure remains unremedied for one Business Day; or (b) any representation, warranty, certification or (ii) to perform or observe statement made by any termTransaction Party in this Agreement, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto (excluding any representation or warranty made pursuant to Section 4.01(s) of this Agreement or Section 3.1(i) of the Servicing Agreement) shall prove to have been incorrect in any material respect when made or deemed made made, other than any breach of a representation relating to a Receivable that has been repurchased pursuant to Section 2.03 of the North American Originator Purchase Agreement or any similar provision in a European Originator Purchase Agreement; or (c) any Transaction Party shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.01(a) (as to maintenance of existence only), 5.01(d) or 5.01(n) of this Agreement or (ii) any other term, covenant or agreement contained in this Agreement or any other Transaction Document on its part to be performed or observed and, solely in the case of this clause (ii), such failure shall remain unremedied for ten days after a Responsible Officer of such Transaction Party has actual knowledge or receives written notice thereof; or (d) any event or condition occurs that (i) results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (d) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or (e) any Event of Bankruptcy shall occur with respect to any representationTransaction Party; or (f) the Administrative Agent, warranty on behalf of the Conduit Lenders and the Committed Lenders, shall, for any reason, fail or certification relating cease to have a valid and perfected first priority security interest in the particular character Collateral or, following the execution of the European Purchaser Security Agreement, a valid and first priority security interest in the "Charged Assets" (as defined in the European Purchaser Security Agreement) perfected under Irish law, or there shall exist any one other Adverse Claims on the Collateral or more Receivables, such Charged Assets other than Permitted Adverse Claims; or (g) a Collection Agent Default shall occur; or (h) any Change of Control shall occur; or (i) there shall have occurred since the Closing Date any event or condition which has had or could reasonably be expected to have a Material Adverse Effect material adverse effect on (A) the validity, enforceability or collectibility of the Receivables taken as a wholewhole or (B) the ability of any Transaction Party to perform its obligations under the Transaction Documents; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.or (cj) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default Percentage Factor exceeds the Maximum Percentage Factor, as determined by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior reference to the date of maturity thereof. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for most recent Portfolio Report delivered under the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityServicing Agreement, and such judgment shall continue unsatisfied and in effect circumstance remains unremedied for twenty (20) three consecutive days without a stay of execution.Business Days; or (gk) An the average Dilution Ratio for any three consecutive Calculation Periods exceeds 3.70%; or (l) the average Default Ratio for any three consecutive Calculation Periods exceeds 1.30%; or (m) the average Delinquency Ratio for any three consecutive Calculation Periods exceeds 4.30%; or (n) any Transaction Party receives notice or becomes aware that a notice of lien has been filed against any Transaction Party under Section 412(n) of the IRC or Section 302(f) of ERISA Event shall occur with respect for a failure to make a required installment or other payment to a Pension Plan plan to which Section 412(n) of the IRC or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV Section 302(f) of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000applies; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.or

Termination Events. (a) The occurrence Employment Term will end, and the parties will not have any rights or obligations under this Agreement (except for the rights and obligations under those Sections of any one or more this Agreement that are continuing and will survive the end of the Employment Term, as specified in Section 9.10 of this Agreement) on the earliest to occur of the following events shall constitute (each a “Termination Event:Date”): (a1) Originator shall fail the death of Employee; (i2) to make any payment or deposit required hereunder when due, or the termination of Employment as a result of Employee’s Disability (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to defined in clause (iSection 4.1(b) of this paragraph Agreement) of Employee; (a3) the termination of Employee’s employment by Employee without Good Reason (as defined in Section 4.1(d) of this Agreement); (4) or any other Transaction Document to which it is a party and such failure shall continue the termination of Employee’s employment by SBG for Cause (as defined in Section 4.1(c) of this Agreement); (5) the termination of Employee’s employment by SBG without Cause; or (6) the termination of Employee’s employment by Employee for Good Reason within three (3) consecutive Business Daysmonths of the inception of the event giving rise to the Good Reason; provided, however, the Employee has first given the Employer written notice of the Good Reason within ten (10) business days of its occurrence and thirty (30) days following such notice to correct it. (b) Any representationExcept as is provided in the last sentence of this Section 4.1(b), warranty, certification or statement made by Originator in for the purposes of this Agreement, “Disability” means Employee’s inability, whether mental or physical, to perform the normal duties of Employee’s position for ninety (90) days (which need not be consecutive) during any other Transaction Document twelve (12) consecutive month period, and the effective date of such Disability shall be the day next following such ninetieth (90th) day. If SBG and Employee are unable to agree as to whether Employee is disabled, the question will be decided by a physician to be paid by SBG and designated by SBG, subject to the approval of Employee (which approval may not be unreasonably withheld) whose determination will be final and binding on the parties. Notwithstanding anything in this Section 4.1(b) 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 representation, warranty or certification relating this Agreement to the particular character contrary, to the extent necessary to prevent a violation of section 409A of the Internal Revenue Code (and any one guidance issued thereunder), “Disability” means a medically determinable physical or more Receivablesmental impairment which qualifies Employee for total disability benefits under the Social Security Act and/or which, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. opinion of the SBG (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any based upon such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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. evidence as it deems satisfactory): (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably can be expected to result in liability of Originator under Title IV of ERISA death or to such Pension Planlast at least twelve (12) months, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; and (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at will prevent Employee from performing any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000substantial gainful activity.

Termination Events. The occurrence of any one or more of the following events or conditions shall constitute a “Termination Event” hereunder: (a) Originator The Company shall fail (i) for any reason to make any payment or deposit to Nextelligence when required hereunder when due, or (ii) pursuant to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) the provisions of this paragraph (a)) or any other Transaction Document to which it is a party Section 4.1 and such failure shall continue for not have been cured within three (3) consecutive Business Days.days thereafter; (b) Any representationExcept as otherwise providedin Section 7.2(a), warranty, certification the Company shall fail to perform or statement made by Originator in this Agreement, any other Transaction Document breach or default in any other document delivered pursuant hereto of its obligations under this Agreement and such failure to perform, breach or thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any representation, warranty or certification relating to the particular character default is not cured within sixty days after receipt of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.notice from Nextelligence; (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator The Company 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally as they become due, (ii) file a voluntary petition under any bankruptcy, insolvency or shall other law for the relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, (iii) make a general any assignment for the benefit of creditors; its creditors or (iiiv) enter into any proceeding composition agreement; (d) An involuntary petition shall be instituted by or filed against Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts the Company under any law relating to bankruptcy, insolvency or reorganization other law for the relief or relief aid of debtors, or seeking including without limitation the entry Bankruptcy Code of an order for relief or 1978, as amended, which involuntary petition is not dismissed within ninety days after the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) Originator shall take any corporate action to authorize any date of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d).filing thereof; (e) A Change Any court of Control competent jurisdiction shall occur.find that the Company is insolvent or bankrupt; (f) One A receiver or more final judgments trustee shall be appointed for the payment Company or for all or a substantial portion of money in an aggregate amount in excess the assets and properties of $10,000,000, individually or in the aggregate, a party; (g) A final judgment shall be entered against Originator and/or the Company which is not satisfied or bonded in full within sixty days after the date of the entry thereof; (h) All or a substantial portion of the assets and properties of the Company shall be levied upon, seized or attached; (i) All or a substantial portion of the assets and properties of the Company shall be lost, stolen, damaged or destroyed; (j) The Company shall fail to perform or breach or default in any of its Subsidiaries on claims not covered by insurance or as to which obligations under the insurance carrier has denied its responsibility, Warrants and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive failure to perform, breach or default is not cured within three days without a stay after receipt of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000notice from Nextelligence; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.or

Termination Events. The occurrence of If any one or more of the following events shall constitute (each, a "Termination Event:") shall occur (regardless of the reason therefor): (a) Originator the Borrower shall fail (i) to make any payment of any monetary Borrower Obligation when due and payable and the same shall remain unremedied for one Business Day or deposit required hereunder more; or (b) the Borrower, any Originator or Superior shall fail or neglect to perform, keep or observe any covenant or other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any other clause of this Section 9.01) and the same shall remain unremedied for two (2) Business Days or more after written notice thereof shall have been given by the Administrative Agent to the Borrower; or (c) (i) an Originator, the Borrower or the Parent or any of the Parent's Subsidiaries shall fail to make any payment with respect to any of its Debts which, except with respect to the Borrower, is in an aggregate principal amount in excess of $500,000 (other than Borrower Obligations) when due, and the same shall remain unremedied after any applicable grace period with respect thereto; or (ii) a default or breach shall occur under any agreement, document or instrument to which an Originator, the Borrower or the Parent or any of the Parent's Subsidiaries is a party or by which any such Person or its property is bound (other than a Related Document), and such default or breach has not been waived or shall remain unremedied after any applicable grace period with respect thereto and involves a Debt which, except with respect to the Borrower, is in an aggregate principal amount in excess of $500,000; or (d) a case or proceeding shall have been commenced against the Borrower, the Member, the Parent or any of the Parent's Subsidiaries or any Originator seeking a decree or order in respect of any such Person under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (i) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person's assets, or (ii) ordering the winding-up or liquidation of the affairs of any such Person, and such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to perform a case or observe proceeding described in this subsection (d) or (y) any termof the events described in Section 9.01(e) shall have occurred; or (e) the Borrower, covenant the Parent, the Member, any Subsidiary of the Parent or agreement hereunder (other than as referred to in clause any Originator shall (i) of this paragraph (a)) file a petition seeking relief under the Bankruptcy Code or any other Transaction Document applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to which it is object in a party timely and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification appropriate manner to the institution of any proceedings under the Bankruptcy Code or statement made by Originator in this Agreement, any other Transaction Document applicable federal, state or in any other document delivered pursuant hereto foreign bankruptcy or thereto shall prove to have been incorrect in any material respect when made similar law or deemed made and, with respect to any representation, warranty or certification relating to the particular character filing of any one petition thereunder or more Receivablesto the appointment of or taking possession by a custodian, could reasonably be expected to have a Material Adverse Effect on receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person's assets, (iii) make an assignment for the Receivables as a whole; provided that the materiality threshold benefit of creditors, or (iv) take any corporate action in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance furtherance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, of the effect of which is to cause such Material Indebtedness to become due prior to its stated maturityforegoing; or any such Material Indebtedness of Originator 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.or (i) the fair value of the property of the Borrower or the Member is less than the total amount of its liabilities, including contingent liabilities, (ii) the present fair salable value of the assets of the Borrower or the Member is less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, (iii) either the Borrower or the Member has incurred debts or liabilities beyond its ability to pay as such debts and liabilities mature, (iv) either the Borrower or the Member is engaged in a business or transaction for which its property constitutes unreasonably small capital, or (v) any of the Borrower, the Parent, the Member, any Originator shall or any other Subsidiary of the Parent is generally not paying its debts as they become due or admits in writing its inability to, or is generally unable to, 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 creditorsdue; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.or

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator Any Transferor or Smithfield Support shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party due and such failure shall continue for three two (32) consecutive Business Days. (b) Any Transferor or Smithfield Support shall fail to observe or perform any covenant or agreement contained in Section 4.1(b)(iv) or 4.2. (c) Any Transferor or Smithfield Support shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in Sections 5.1(a) and (b)), and such failure shall remain unremedied for fifteen (15) days after the earlier of (i) an Executive Officer of any of the Transferors and Smithfield Support obtaining knowledge thereof, or (ii) written notice thereof shall have been given to any of the Transferors and Smithfield Support by Buyer. (d) Any representation, warranty, certification or statement made by Originator any Transferor or Smithfield Support in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholemade; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdthreshold and provided, further, that any misrepresentation or certification for which Buyer has actually received a Purchase Price Credit shall not constitute a Termination Event hereunder. (ce) Failure Any of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any termTransferors, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; Smithfield Support or any such Material Indebtedness of Originator the Non-Excluded Subsidiaries 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) Originator shall generally not pay its debts as such debts become due or shall unable, admit in writing its inability or fail generally 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 Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d)Debts as they become due. (ef) An Event of Bankruptcy shall occur with respect to Smithfield, SFFC, Smithfield Support or any Originator. (g) A Change of Control shall occur. (fi) An ERISA Event shall have occurred or (ii) such other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) and (ii) such event or condition, when taken together with all other such events or conditions, if any, that have occurred, is reasonably likely to result in a Material Adverse Effect; (i) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000150,000,000 (to the extent not adequately covered by insurance as to which the insurer has not denied or contested coverage) shall be rendered against Smithfield, any Subsidiary of Smithfield (other than any Excluded Subsidiary), any Originator, any Subsidiary of an Originator (other than any Excluded Subsidiary) or any combination thereof and the same shall remain unpaid or undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Smithfield, any Subsidiary of Smithfield, any Originator or any Subsidiary of any Originator (other than any Excluded Subsidiary) to enforce any such judgment, or Smithfield, any Subsidiary of Smithfield (other than any Excluded Subsidiary), any Originator or any Subsidiary of any Originator (other than any Excluded Subsidiary) shall fail within 45 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result have a Material Adverse Effect, which judgments or orders, in liability of Originator any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued. (j) A Subordinated Lender shall fail to make any Subordinated Loan under Title IV of ERISA the applicable subordinated loan agreement following the Buyer’s request therefor. (k) Any Transaction Document ceases to such Pension Plan, such Multiemployer Plan be in full force and effect or the PBGC in an aggregate amount in excess validity or enforceability thereof is disaffirmed by or on behalf of $5,000,000; (ii) the aggregate amount of Unfundedany Transferor or any Non-Pension Liability among all Pension Plans Excluded Subsidiary, or at any time exceeds $5,000,000; it is or becomes unlawful for any Transferor or any Non-Excluded Subsidiary to perform or comply with its obligations under any Transaction Document, or the obligations of any of the Transferors or any Non-Excluded Subsidiary under any Transaction Document are not, or cease to be, legal, valid and binding on any of the Transferors or any Non-Excluded Subsidiary. (iiil) A regulatory, tax or accounting body has ordered that the activities of any Originator or any ERISA Affiliate shall fail to pay when dueof such Originator contemplated hereby be terminated or, after the expiration as a result of any applicable grace periodother event or circumstance, the activities of such Originator or any installment payment with respect Affiliate of such Originator contemplated hereby may reasonably be expected to cause such Originator or any of its withdrawal liability under Section 4201 respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences. (m) There shall occur any loss, termination, cancellation or other material impairment of ERISA under any governmental license, certificate, or permit by any Transferor or any Non-Excluded Subsidiary which is reasonably likely to have a Multiemployer Plan in an aggregate amount in excess of $5,000,000Material Adverse Effect.

Termination Events. The This Agreement may be terminated (prior to the expiration of its term pursuant to Section 4) at any time by one party, upon written notice to the other party, upon the occurrence of any one or more of the following events shall constitute a Termination Eventevents: (a) Originator shall fail (i) either party may terminate the Agreement if Dr. Crystal dies, becomes disabled such that he cannot continue his employment at the Medical College, terminates his employment at the Medical College, or his employment at the Medical College is otherwise terminated; (ii) either party may terminate the Agreement if, in the reasonable judgment of the terminating party, termination is necessitated by reason of a change in Laws; provided, however, that the Sponsor shall not use as a ground of termination such a change which could be cured by a revision of Dr. Crystal's relationship with the Sponsor; (iii) a party may terminate the Agreement if it has a reasonable basis to believe that the other party has engaged in unlawful, unethical, or seriously inappropriate conduct such that continued performance of the Agreement would affront legitimate interests of the terminating party; or (iv) a party may terminate the Agreement if the other party has committed a material breach of the terms of this Agreement or the License Agreement and has failed to remedy such breach within ten (10) days in relation to a payment-related breach, and thirty (30) days in relation to other breaches, following written notice thereof. For purposes of this Section 8, a failure by the Sponsor to make any payment required pursuant to Section 5 shall be deemed a material breach. (v) In the event that a party intends to terminate the Agreement under Section 8.1(ii), (iii) or deposit required hereunder when due(iv), the party shall give written notice to that effect to the other party, which notice shall effect forthwith suspension of future performance of the Agreement. The party so notified may initiate arbitration under Section 19.5, by filing a request for arbitration with the American Arbitration Association, not later than ten (10) days thereafter, and termination shall occur if (a) arbitration is not so initiated, or (iib) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Daysthe arbitrator finds that termination was reasonable. (bvi) Any representationSponsor may provide notice of termination any time for any reason after October 1, warranty1999, certification or statement made by Originator in this Agreement, any other Transaction Document or and 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plancase, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; termination will be effective twelve (ii12) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000months thereafter.

Termination Events. The occurrence of any one or more of This Agreement may be terminated prior to the following events shall constitute a Termination EventClosing: (a) Originator shall fail by the mutual written consent of Buyer and the Company; (b) by either Buyer or the Company, if the Closing has not taken place on or before 5:00 p.m. (Eastern time) on March 9, 2021 (the “End Date”); provided, that (i) Buyer shall not be permitted to make terminate this Agreement pursuant to this Section 9.1(b) if the failure to consummate the sale of the Purchased Units by the End Date results from, or is caused by, a material breach by Buyer of any payment of its representations, warranties, covenants or deposit required hereunder when dueagreements contained herein, and (ii) the Company shall not be permitted to terminate this Agreement pursuant to this Section 9.1(b) if the failure to consummate the sale of the Purchased Units by the End Date results from, or is caused by, a material breach by the Company, TopCo, or any Member of any of its representations, warranties, covenants or agreements contained herein; (c) (i) by Buyer or the Company if a court of competent jurisdiction or other Governmental Authority shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the sale of the Purchased Units as contemplated herein; or (ii) by Buyer if a Governmental Authority provides notice that it is seeking, or intends to perform seek, the imposition of an Antitrust Restraint as a condition to the expiration or observe termination of any term, covenant applicable waiting period under the HSR Act or agreement hereunder other applicable Antitrust Law; (other than as referred to in clause d) by Buyer if: (i) any of the representations and warranties of TopCo, the Members, or the Company contained in this paragraph Agreement shall be inaccurate as of the Agreement Date, or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 7.1 would not be satisfied; (a)ii) any of the covenants of the Company, TopCo, or the Members contained in this Agreement shall have been breached such that the condition set forth in Section 7.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred, or any event or other Transaction Document to which it is a party and such failure Effect shall continue for three (3) consecutive Business Days. (b) Any representationhave occurred or circumstance or other Effect shall exist that, warranty, certification or statement made by Originator in this Agreement, combination with any other Transaction Document events, circumstances 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 andEffects, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could would reasonably be expected to have or result in a Material Adverse Effect on Effect; provided, however, that, in the Receivables case of clauses “(i)” and “(ii)” only, if an inaccuracy in any of the representations and warranties of the Company, TopCo, or the Members as of a date subsequent to the Agreement Date or a breach of a covenant by the Company, TopCo, or any Member is curable by the Company, TopCo, or such Member through the use of reasonable efforts within ten (10) Business Days after Buyer notifies the Company in writing of the existence of such inaccuracy or breach (the “Member Cure Period”), then Buyer may not terminate this Agreement under this Section 9.1(d) as a whole; result of such inaccuracy or breach prior to the expiration of the Member Cure Period, provided the Company, TopCo, or the applicable Member, during the Member Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the materiality threshold in the preceding clause shall Buyer may not be applicable terminate this Agreement pursuant to this Section 9.1(d) with respect to any representation such inaccuracy or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; breach if such inaccuracy or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or breach is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) cured prior to the date expiration of maturity thereof.the Member Cure Period); (e) by the Company if: (i) Originator any of Buyer’s representations and warranties contained in this Agreement shall generally not pay its debts be inaccurate as such debts become due of the Agreement Date, or shall admit have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditorsSection 8.1 would not be satisfied; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize if any of Buyer’s covenants contained in this Agreement shall have been breached such that the actions condition set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims Buyer’s representations and warranties as of a date subsequent to the Agreement Date or a breach of a covenant by Buyer is curable by Buyer through the use of reasonable efforts within ten (10) Business Days after the Company notifies Buyer in writing of the existence of such inaccuracy or breach (the “Buyer Cure Period”), then the Company may not covered by insurance terminate this Agreement under this Section 9.1(e) as a result of such inaccuracy or as breach prior to which the insurance carrier has denied its responsibilityexpiration of the Buyer Cure Period, and provided Buyer, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such judgment shall continue unsatisfied and in effect for twenty inaccuracy or breach (20it being understood that the Company may not terminate this Agreement pursuant to this Section 9.1(e) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan such inaccuracy or Multiemployer Plan which his resulted breach if such inaccuracy or could reasonably be expected breach is cured prior to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000the Buyer Cure Period).

Termination Events. The occurrence of any one or more of the following events shall constitute a be termination events (“Termination EventEvents”) hereunder: (a) default by the Borrower in the payment of any amount due and payable pursuant to Section 2.7(a)(ii), and such default shall continue for a period of five (5) days or more; or (b) default by the Borrower in the payment of the principal of or any installment of the principal when it becomes due and payable on the Final Scheduled Payment Date; or (c) the aggregate amount of Capital exceeds, for a period of two (2) Business Days or more, the product of the Net Advance Rate and the Collateral Amount; or (d) a Servicer Termination Event occurs and is continuing; or (e) failure on the part of the Borrower or the Originator shall fail (i) to make any payment or deposit required hereunder when due, by the terms of any Transaction Documents; or (f) failure on the part of the Borrower or (ii) the Originator in any material respect to observe or perform any of its covenants or observe any term, covenant or agreement hereunder (other than as referred to agreements set forth in clause (i) of this paragraph (a)) Agreement or any other Transaction Document to which it is a party and such failure shall continue continues unremedied for three more than 30 Business Days after written notice to the Borrower or the Originator (3) consecutive Business Days.or 60 days if necessary to remedy such default); or (bg) Any representation, warranty, certification any representation or statement warranty made or deemed to be made by the Borrower or the Originator in this Agreement, any other Transaction Document under or in connection with any other document delivered of the Transaction Documents or any information required to be given by the Borrower or the Originator to identify Loans or Contracts pursuant hereto or thereto to any Transaction Document, shall prove to have been false or incorrect in any material respect when made, deemed made or deemed made anddelivered, with respect to any representation, warranty and such failure continues unremedied for more than 30 days after the earlier of (x) the date on which the Borrower or certification Credit Acceptance discovers such breach or (y) the date on which the Borrower or Credit Acceptance receives written notice of such breach; or (h) the occurrence of an Insolvency Event relating to the particular character Originator, the Borrower or the Servicer; or (i) the Borrower shall become an “investment company” or require registration as an “investment company” within the meaning of the Investment Company Act of 1940; or (j) a regulatory, tax or accounting body has ordered that the activities of the Borrower or any one Affiliate of the Borrower contemplated hereby be terminated or more Receivables, could may reasonably be expected to have cause the Borrower or any Affiliate to suffer materially adverse regulatory, accounting or tax consequences; or (k) there shall exist any event or occurrence that has a reasonable possibility of causing a Material Adverse Effect on Effect; or (l) the Receivables Borrower, the Servicer or Credit Acceptance shall enter into any merger, consolidation or conveyance transaction, unless in the case of Credit Acceptance or the Servicer, the Servicer or Credit Acceptance, as applicable, is the surviving entity; or (m) the Collateral Agent ceases to have a wholevalid and perfected first priority security interest in a material portion of the Collateral and such failure has not been remedied within ten (10) Business Days; provided that that, the materiality threshold portion of the Collateral in which the preceding clause shall Collateral Agent does not have a valid and perfected first priority security interest will be applicable with respect to any representation or warranty which itself contains a materiality threshold.material if the outstanding balance of the related Contracts exceeds 3% of the Aggregate Outstanding Eligible Loan Balance of all Eligible Contracts; or (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (iin) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Change-in-Control shall occur.; or (fo) One or more final judgments cumulative Collections are less than 65% of Credit Acceptance’s cumulative Forecasted Collections for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) three consecutive days without a stay of executionCollection Periods. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. 6.1 Originator Termination Events The occurrence of any one or more of the following events shall constitute a be construed as "Originator Termination Event:Events" (a) the Originator shall fail (i) to make pay any payment or deposit required amount due hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party accordance with the provisions hereof and such failure shall continue unremedied for three a period of five Business Days from the earlier to occur of (3i) consecutive Business Days.the date upon which a Responsible Officer of the Originator obtains actual knowledge of such failure or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Originator by the Purchaser or the Trustee or (B) to the Purchaser, to the Trustee and to the Originator by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount; or (b) Any representationthe Originator shall fail to observe or perform any other covenant or agreement applicable to it contained herein (other than as specified in sub-clause (a) of this Clause 6.1) that has a Material Adverse Effect with respect to it and that continues unremedied until ten (10) Local Business Days after the date on which written notice of such failure, warrantyrequiring the same to be remedied shall have been given (A) to the Originator by the Purchaser or the Trustee or (B) to the Purchaser, certification to the Trustee and to the Originator by holders of Investor Certificates evidencing 25% or statement more of the Aggregate Invested Amount, provided that if such failure may be cured and the Originator is diligently pursing such cure, such event shall not constitute the Originator Termination Event for an additional thirty (30) days; or (c) any representation or warranty made by the Originator in this Agreement, any other Transaction Document Agreement or in any other document certificate delivered pursuant hereto or thereto to this Agreement shall prove to have been incorrect in any material respect when made or deemed made andmade, with respect and which continues unremedied until ten (10) Local Business Days after the date on which written notice thereof, requiring the same to any representationbe remedied, warranty or certification relating shall have been given (A) to the particular character Originator by the Purchaser or the Trustee or (B) to the Purchaser, to the Trustee and to the Originator by holders of any one Investor Certificates evidencing 25% or more Receivablesof the Aggregate Invested Amount, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that if such incorrectness may be cured and the materiality threshold in Originator is diligently pursuing such cure, such event shall not constitute the preceding clause Originator Termination Event for an additional thirty (30) days and provided further that the Originator Termination Event shall not be applicable with respect deemed to have occurred under this sub-clause (c) based upon a breach of any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in Clause 3.3 if the foregoing clauses (i) or (ii) Originator shall have complied with the provisions of this subsection Clause 2.8 in respect thereof; or (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims not covered by insurance or has been terminated as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur Local Servicer with respect to the Receivables originated by it, and not replaced as a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability Local Servicer by an affiliate of Originator Huntsman ICI, following a Master Servicer Default under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000Servicing Agreement. 6.2 Program Termination Events

Termination Events. The occurrence of If any one or more of the following termination events (“Termination Events”) shall constitute a Termination Eventoccur and be Continuing: (a) Originator shall fail (i) failure on the part of the Borrower, the Servicer or any Guarantor to make any payment or deposit required hereunder when due(including, without limitation, the payment in full of all Advances and other Obligations on the Termination Date and any failure to remit Collections or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or make any other payment or deposit required to be made by it pursuant to the terms of the Transaction Documents) required by the terms of any Transaction Document on the day such payment or deposit is required to which it is be made and the same continues unremedied for two Business Days (or one Business Day in the case of a party and such failure shall continue for three (3) consecutive Business Days.payment due under Section 2.6(b)); or (b) Any representationthe failure of the Borrower, warranty, certification or statement made by Originator in this Agreementthe Originator, any other Transaction Document Guarantor, the Servicer (for purposes of this Section 10.1, references to the “Servicer” shall only apply while NewStar Business Credit, LLC or in its Affiliate is the Servicer) to make any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect payment when made or deemed made and, due with respect to any of its debt or other obligations in excess of $250,000 in the aggregate (or $5,000,000 in the aggregate with respect to NewStar Financial, Inc.) or the occurrence of any event or condition such that the holder of such debt or other obligations in excess of $250,000 in the aggregate (or $5,000,000 in the aggregate with respect to NewStar Financial, Inc.), has declared should be accelerated; or (c) any representation, warranty or certification relating made by the Borrower, the Servicer, the Originator or any Guarantor in any Transaction Document or in any certificate delivered pursuant to the particular character of any one or more Receivables, could reasonably be expected Transaction Document shall prove to have been materially incorrect when made, and which continues to be unremedied for a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable period of 15 days (or 30 days with respect to any representation or warranty which itself contains a materiality threshold. (cNewStar Financial, Inc.) Failure after the earlier to occur of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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 date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Borrower, the Servicer, the Originator shall generally not pay its debts or such Guarantor, as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for applicable, by the benefit of creditors; Administrative Agent or (ii) the date on which a Responsible Officer of the Borrower, the Servicer, the Originator or such Guarantor, as applicable, acquires knowledge thereof; or (d) any proceeding shall be instituted by or against Originator seeking to adjudicate it bankrupt or insolventfailure on the part of the Borrower, or seeking liquidationthe Originator, 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 Servicer or any substantial part Guarantor duly to observe or perform in any material respect any of its property respective covenants or (iii) Originator shall take any corporate action to authorize any of the actions agreements set forth in this Agreement or the foregoing clauses other Transaction Documents, including without limitation making a material change to the Credit and Collection Policy or other underwriting guidelines (subject to Section 5.4(f)), and the same continues unremedied for a period of fifteen (15) Business Days (if such failure in the reasonable determination of the Administrative Agent is susceptible to cure) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower, the Originator, the Servicer or such Guarantor, as applicable, by the Administrative Agent or (ii) the date on which a Responsible Officer of this subsection (d).the Borrower, the Originator, the Servicer or such Guarantor, as applicable, acquires knowledge thereof; or (e) A Change the occurrence of Control shall occur.an Insolvency Event relating to NewStar Financial, Inc., the Borrower, the Originator, the Servicer or any Guarantor; or (f) One the occurrence of a Servicer Default; or (g) the rendering of one or more final judgments judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any aggregate of its Subsidiaries on claims not covered by insurance $1,000,000 (or as to which in the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay aggregate of execution. (g) An ERISA Event shall occur $7,500,000 with respect to a Pension Plan NewStar Financial, Inc.), against the Borrower, the Originator, the Servicer or Multiemployer Plan which his resulted any Guarantor, and the Borrower, the Originator, the Servicer or could reasonably be expected to result such Guarantor, as applicable, shall not have either (i) discharged, paid or provided for the discharge of any such judgment, decree or order in liability of Originator under Title IV of ERISA to accordance with its terms by the time required in such Pension Planjudgment, such Multiemployer Plan decree or the PBGC in an aggregate amount in excess of $5,000,000; order, or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal; or (1) any Transaction Document, or any Lien granted thereunder, shall, in whole or in material part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower, the Originator, the Servicer or any Guarantor, (2) the Borrower, the Originator, the Servicer or any Guarantor shall, directly or indirectly, contest in writing in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or (3) any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease, after a cure period of three Business Days has elapsed, to be a first priority perfected security interest (subject to Permitted Liens) except as otherwise expressly permitted to be released in accordance with the applicable Transaction Document; or (i) the aggregate amount Advances Outstanding on any day exceeds the Maximum Availability on such day and the same continues unremedied for two Business Days of Unfunded-Pension Liability among all Pension Plans at the Borrower’s or the Servicer’s actual knowledge thereof; or (j) the occurrence of any time exceeds $5,000,000event which causes or will cause a Material Adverse Effect; or (k) the occurrence of a Change of Control; or (l) the annual audited financial statements of NewStar Financial, Inc. or the annual audited consolidating financial statements of the Borrower and the Originator are qualified in any manner; or (iiim) as of any date of determination on or after the last day of the Collection Period in which the initial three (3) Loans financed by the Lenders have become part of the Collateral, the Excess Spread is less than the Minimum Excess Spread Requirement; provided that as long as the Originator has agreed to repurchase Eligible Loans (and does in fact repurchase such Eligible Loans) such that the effect would increase the Excess Spread to the Minimum Excess Spread Requirement by the date on which the Excess Spread is next determined, no Termination Event shall have occurred or be Continuing; (n) the Borrower shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act; or (o) the Borrower, the Originator or the Servicer, without the prior written consent of the Administrative Agent, shall instruct or change any ERISA Affiliate existing instructions with any Lockbox Account Bank such that the amounts on deposit in the applicable Lockbox Account shall fail not, or shall cease to, be swept daily to pay when duethe Collection Account; provided that this clause (o) shall not apply to the extent that such Lockbox Account contains only, after the expiration of any applicable grace periodand will continue to contain only, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000Excluded Amounts.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each a “Termination Event”) shall occur: (ai) Originator the Borrower, any Originator, the Performance Guarantor, or the Servicer shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder under this Agreement or any other Transaction Document to be performed or observed by the Borrower, such Originator, the Performance Guarantor or the Servicer, as applicable (other than as referred to in any such failure which would constitute a Termination Event under clause (iii) of this paragraph (a)), and such failure, solely to the extent capable of cure, shall continue for thirty (30) days, (ii) the Borrower, any Originator, the Performance Guarantor or the Servicer shall fail to make when due any payment of principal, interest or any other amount or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall continue unremedied for three five (35) consecutive Business Days.Days or (iii) Rackspace US shall resign as Servicer, and no successor Servicer reasonably satisfactory to the Administrative Agent shall have been appointed; (b) Any representation, warranty, certification the Borrower shall fail to repay in full the outstanding Capital of each Lender on the Maturity Date; (c) any representation or statement warranty made or deemed made by Originator the Borrower, any Originator, the Performance Guarantor or the Servicer (or any of their respective officers) under or in connection with this Agreement, Agreement or any other Transaction Document or in any information or report delivered by the Borrower, any Originator, the Performance Guarantor or the Servicer pursuant to this Agreement or any other document delivered pursuant hereto or thereto Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made andor delivered and such incorrect or untrue representation or warranty (if curable) shall remain false or misleading for a period of 30 days after notice thereof from the Administrative Agent to the Borrower; (d) the Borrower or the Servicer shall fail to deliver an Information Package when required and such failure shall remain unremedied for two (2) Business Days; (e) this Agreement or any security interest granted pursuant to this Agreement or any other Transaction Document shall for any reason (other than through an action of the Administrative Agent) cease to create, or for any reason cease to be, a valid and enforceable first priority perfected security interest in favor of the Administrative Agent with respect to any representationthe Collateral, warranty or certification relating to the particular character free and clear of any one Adverse Claim other than any Permitted Adverse Claim; (f) the Borrower, any Originator, the Performance Guarantor or the Servicer shall become subject to an Insolvency Proceeding as a debtor; (g) a Change in Control shall occur; (h) a Borrowing Base Deficit shall occur, and shall not have been cured within three (3) Business Days after a Financial Officer of the Servicer has actual knowledge thereof; (i) (x) any event or condition occurs that (A) results in any Material Indebtedness becoming due prior to its scheduled maturity (other than, for the avoidance of doubt, Material Indebtedness with respect to Permitted Securitization Financings) or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (y) the Borrower or any of its Subsidiaries shall fail to pay the principal of any Material Indebtedness at the stated final maturity thereof; provided, that this clause (i) shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; (i) the Borrower shall fail to have an Independent Manager who satisfies each requirement and qualification specified in Section 8.03(c) of this Agreement for Independent Managers on the Borrower’s board of managers for any reason other than the predecessor Independent Manager’s death, disability or incapacity or (ii) the Borrower shall fail to have an Independent Manager who satisfies each requirement and qualification specified in Section 8.03(c) of this Agreement for Independent Managers on the Borrower’s board of managers because of the predecessor Independent Manager’s death, disability or incapacity and such failure shall continue for more Receivablesthan (10) Business Days after Borrower’s knowledge thereof (or such longer period as may approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed)); (k) a Reportable Event shall have occurred, could (ii) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any Pension Plan or Pension Plans, (iii) the Borrower or any Subsidiary or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, or (iv) the Borrower or any Subsidiary shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Pension Plan; and in each case in clauses (i) through (iv) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect on the Receivables as a wholeEffect; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.or (cl) Failure the Borrower shall be required to register as an “investment company” within the meaning of Originator to pay the Investment Company Act; (m) any Material Indebtedness material provision of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; this Agreement or any such Material Indebtedness of Originator other Transaction Document shall be declared cease to be due in full force and payable effect or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth Borrower, any Originator, the Performance Guarantor or the Servicer shall so state in the foregoing clauses (i) or (ii) of this subsection (d).writing; or (en) A Change of Control shall occur. (f) One the failure by the Borrower, any Originator, the Performance Guarantor, the Servicer or any Material Subsidiary to pay one or more final judgments for the payment of money in an aggregate amount aggregating in excess of $10,000,00075,000,000 (or solely with respect to the Borrower, individually or $15,775) (in each case, to the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims extent not covered by insurance insurance), which judgments are not discharged or as effectively waived or stayed for a period of 45 consecutive days, or any action shall be legally taken by a judgment creditor to which levy upon assets or properties of the insurance carrier has denied its responsibilityBorrower, any Originator, the Performance Guarantor, the Servicer or any Material Subsidiary to enforce any such judgment; then, and in any such judgment event, the Administrative Agent may (or, at the direction of the Majority Group Agents shall) by notice to the Borrower (x) declare the Termination Date to have occurred (in which case the Termination Date shall continue unsatisfied be deemed to have occurred) and (y) declare the Aggregate Capital and all other Borrower Obligations to be immediately due and payable (in effect which case the Aggregate Capital and all other Borrower Obligations shall be immediately due and payable); provided that, automatically upon the occurrence of any event (without any requirement for twenty the giving of notice) described in subsection (20e) consecutive days without a stay of execution. (g) An ERISA Event shall occur this Section 10.01 with respect to a Pension Plan the Borrower, the Termination Date shall occur and the Aggregate Capital and all other Borrower Obligations shall be immediately due and payable. Upon any such declaration or Multiemployer Plan designation or upon such automatic termination, the Administrative Agent and the other Secured Parties shall have, in addition to the rights and remedies which his resulted or could reasonably they may have under this Agreement and the other Transaction Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be expected to result cumulative. Any proceeds from liquidation of the Collateral shall be applied in liability the order of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC priority set forth in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,0004.01.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator the Transferor, any Seller or the Collection Agent shall fail (i) to make any payment or deposit required to be made by it hereunder or under any of the Transaction Documents when duedue hereunder or thereunder and such failure continues for one (1) Business Day; or (b) any representation, warranty, certification or (ii) to perform statement made by the Transferor, the Collection Agent or observe any termSeller in this Agreement, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholemade; provided that no such event shall constitute a Termination Event unless such event shall continue unremedied for a period of ten (10) days from the materiality threshold date a Responsible Officer of the Transferor obtains knowledge thereof; provided further that no grace period shall apply to Sections 3.01(c), 3.01(d), 3.01(j), 3.01(q) and 3.01(r) of this Agreement (and, for the avoidance of doubt, the cure period described in the preceding clause first proviso of this Section 7.01(b) shall not apply to payments required to be applicable made pursuant to Section 2.10(b)); and provided further that no such event shall constitute a Termination Event if the Transferor shall have timely paid to the Collection Agent the Deemed Collection required to be paid as a result of such event in accordance with respect to any representation or warranty which itself contains a materiality threshold.Section 2.10(b); or (c) Failure of Originator to pay the Transferor, any Material Indebtedness of Originator when due; Seller or the Collection Agent shall default by Originator in the performance of any term, provision undertaking (other than those covered by clause (a) above) under any Transaction Document and such default shall continue for ten (10) days after a Responsible Officer of such party has knowledge thereof; or (d) the Transferor shall fail to make any payment of principal or interest in respect of any Indebtedness when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition contained occurs that results in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become becoming due prior to its stated scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (e) any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent, any Seller, the Parent or any such Material Indebtedness of Originator its Subsidiaries; or (f) after the filing in the appropriate offices of the financing statements described in Sections 4.01(c), 4.01(d), 4.01(e) and 4.01(f), the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall, for any reason, fail or cease to have a valid and perfected first priority ownership or security interest in the Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claims; or (g) a Collection Agent Default shall be declared to be due and payable have occurred; or (h) the Transferor, the Parent or required to be prepaid any Seller shall enter into any corporate transaction or merger whereby it is not the surviving entity (other than than, in the case of any Seller, a merger or consolidation which does not, in the reasonable opinion of the Administrative Agent, materially adversely affect the collectibility of the Receivables sold by a regularly scheduled payment) prior to such Seller or the date performance of maturity thereof.such Seller's obligations under the transaction documents); or (i) Originator there shall generally not pay have occurred any event or condition which would have material adverse effect on either the collectibility of the Receivables or the ability of the Transferor or any Seller to perform its debts respective obligations under the Transaction Documents to which it is a party since the Closing Date; or (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment from previously received Collections or other funds available to the Transferor or increases the balance of the Receivables on the next Business Day following such breach so as such debts become due to reduce the Percentage Factor to less than or shall admit in writing its inability equal to pay its debts generally or shall make a general assignment for the benefit of creditors100%; or (ii) any proceeding the Net Investment shall be instituted by or against Originator 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 exceed 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d).Facility Limit; or (ek) A Change of Control shall occur.the average Dilution Ratio for the three preceding Settlement Periods exceeds 2.5%; or (fl) One or more final judgments the average Default Ratio for the payment of money in an aggregate amount in excess of $10,000,000, individually three preceding Settlement Periods exceeds 3%; or (m) the Parent or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims not covered by insurance default in the observance or performance of Section 6.13 or 6.14 of the Credit Agreement or an Event of Default (as such term is defined in the Credit Agreement) described in Section 7.01(r) of the Credit Agreement shall have occurred; or (n) a Responsible Officer of the Transferor receives notice or becomes aware that a notice of Lien has been filed against the Transferor or the Collection Agent under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a plan to which Section 412(n) of the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for twenty (20Code or Section 302(f) consecutive days without a stay of execution.ERISA applies; or (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (iio) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000Receivables Purchase Agreement is terminated; or or (iiip) Originator or any ERISA Affiliate the Parent and the Sellers (in the aggregate) shall fail to pay when due, after maintain 100% ownership of the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000Transferor.

Termination Events. The occurrence of any one or more of This Agreement may be terminated prior to the following events shall constitute a Termination EventClosing: (a) Originator shall fail by the mutual consent of Parent and the Company; (b) by either Parent or the Company if the Closing has not taken place on or before the End Date (as defined below), other than as a result of any failure on the part of such terminating party to comply with or perform any covenant or obligation of such terminating party set forth in this Agreement; (c) by Parent if (i) any representation or warranty of the Company or any Key Stockholder contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, or shall have become inaccurate or shall be breached as of a date subsequent to make the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any payment subsequent date, (A) all “Material Adverse Effect” and other materiality qualifications (other than those set forth in Sections 2.4(c), 2.8, 2.9(c)(iii), 2.10(a)(vii), 2.10(a)(xviii), 2.10(c), 2.10(d) and 2.25) and all “Knowledge” qualifications contained in such representations and warranties shall be disregarded, and (B) any update of or deposit required hereunder when duemodification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded), or (ii) any of the covenants or obligations of the Company or any Key Stockholder contained in this Agreement shall have been breached in any material respect; provided, however, that if an inaccuracy in or breach of any representation or warranty of the Company or any Key Stockholder as of a date subsequent to perform the date of this Agreement or observe a breach of a covenant by the Company or any termKey Stockholder is curable by the Company or such Key Stockholder through the use of commercially reasonable efforts during the 30-day period after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), covenant then Parent may not terminate this Agreement under this Section 9.1(c) as a result of such inaccuracy or agreement hereunder breach prior to the expiration of the Company Cure Period, provided the Company or such Key Stockholder, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; (other than as referred to in clause d) by the Company if (i) any representation or warranty of Parent contained in this paragraph (a)) Agreement shall be inaccurate or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in have been breached as of the date of this Agreement, or shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 8.1 would not be satisfied, or (ii) if any other Transaction Document or of Parent’s covenants contained in any other document delivered pursuant hereto or thereto this Agreement shall prove to have been incorrect breached in any material respect when made respect; provided, however, that if an inaccuracy in or deemed made and, with respect to breach of any representation, representation or warranty or certification relating of Parent as of a date subsequent to the particular character date of this Agreement or a breach of a covenant by Parent is curable by Parent through the use of commercially reasonable efforts during the 30-day period after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; (e) by Parent if (i) there shall have occurred any one Material Adverse Effect, or more Receivables(ii) any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.Effect; (cf) Failure of Originator to pay any Material Indebtedness of Originator when due; by either Parent or the default Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (g) by Originator in the performance of Parent, if any term, provision or condition contained in Section 7 shall become incapable of fulfillment; (h) by the Company, if any agreement under which any such Material Indebtedness was created or is governed, the effect condition contained in Section 8 shall become incapable of which is to cause such Material Indebtedness to become due prior to its stated maturityfulfillment; or any such Material Indebtedness of Originator 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.or (i) Originator by Parent if the Required Merger Stockholder Votes are not obtained within one day after the date of this Agreement. The “End Date” shall generally not pay its debts as such debts become due be June 30, 2005; provided, however, that (i) if, on June 30, 2005, each of the conditions set forth in Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing) is satisfied or has been waived, other than either or both of the conditions set forth in Sections 7.6 and 7.12, then the End Date shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or be automatically extended until August 31, 2005, and (ii) any proceeding if the End Date shall be instituted by or against Originator seeking to adjudicate it bankrupt or insolventhave been extended until August 31, or seeking liquidation2005 and if, winding upon August 31, reorganization2005, 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) Originator shall take any corporate action to authorize any each of the actions conditions set forth in Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the foregoing clauses (iClosing) is satisfied or (ii) has been waived, other than either or both of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money conditions set forth in an aggregate amount in excess of $10,000,000Sections 7.6 and 7.12, individually or in then the aggregate, End Date shall be entered against Originator and/or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityautomatically further extended until October 31, and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution2005. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of any one or more of the following events shall constitute be a Termination Event"TERMINATION EVENT" under this Agreement: (a) Originator shall fail failure on the part of the Debtor to pay or disburse when due the amounts provided for herein; (b) failure (i) by the Debtor, to make observe or perform any payment term, covenant, condition or deposit required hereunder agreement set forth in Sections 3.2(a), (d), (e), (f), (g), (h), (i), (j), (l), (m), and (n) ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ (▇▇) ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇y of the Debtor, the Seller or the Servicer contained herein or, in the Note Purchase Agreement, the Purchase Agreement or the Servicing Agreement to be true and correct in all material respects on any day when duemade or deemed made hereunder, or (iiiii) by the Debtor to observe or perform or observe any other term, covenant covenant, condition or agreement hereunder provided for herein or in the Note, the Note Purchase Agreement, the Servicing Agreement, the Purchase Agreement or the Interest Rate Cap (other than as referred to a term addressed in clause (i) above) which, in the case of this paragraph clause (a)ii) above continues for a period of thirty (30) days after the earlier of (u) the date on which written notice of such breach shall have been given to the Debtor, the Seller or any other Transaction Document to the Servicer, by the Company, the Surety Bond Provider or the Collateral Agent, (v) the date on which it is the Debtor became aware of such breach or (w) the date on which the Debtor exercising reasonable care should have become aware of such breach, or which, in the case of clause (iii) above continues for a party and period of thirty (30) days after the earlier of (x) the date on which written notice of such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document 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 representation, warranty or certification relating given to the particular character Debtor by the Company, the Surety Bond Provider, or the Collateral Agent, (y) the date on which the Debtor became aware of any one such failure or more Receivables, could reasonably be expected to (z) the date on which the Debtor exercising reasonable care should have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.become aware of such failure; (c) Failure the Debtor, the Seller or the Servicer shall consent to the appointment of Originator a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to pay the Debtor, the Seller or the Servicer, as the case may be, or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any Material Indebtedness insolvency, readjustment of Originator when duedebt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Debtor, the Seller or the Servicer, as the case may be, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedDebtor, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; Seller or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of an applicable insolvency or shall reorganization statute, make a general any assignment for the benefit of creditorsits creditors or voluntarily suspend payment of its obligations; or the Debtor, the Seller or the Servicer, as the case may be, shall become unable for any reason to pledge Collateral to the Collateral Agent in accordance with the provisions of this Agreement; (i) the Net Investment exceeds 91.0% of the sum of the Borrowing Base PLUS the amount on deposit in the Reserve Account for 30 consecutive days; (ii) any proceeding shall be instituted by the Net Investment PLUS the aggregate interest component of all Related Commercial Paper issued to fund or against Originator seeking to adjudicate it bankrupt refinance the Net Investment equals 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 exceeds 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 Facility Limit or (iii) Originator shall take the Net Investment at any corporate action to authorize any time equals or exceeds the sum of the actions set forth Borrowing Base plus the amount on deposit in the foregoing clauses (i) or (ii) of this subsection (d).Reserve Account; (e) A Change the Debtor shall enter into any merger, consolidation or conveyance transaction regardless of Control the surviving entity, or the Servicer shall occur.enter into any merger, consolidation or conveyance transaction whereby it is not the surviving entity; (f) One any material adverse change in the operations of the Servicer which materially adversely affects the ability of the Servicer to service the Receivables or more to perform its obligations under the Servicing Agreement (or any other agreement pursuant to which the Servicer is acting as servicer of the Receivables); (g) there shall be a payment default by the Seller or the Debtor under any material agreement for borrowed money to which the Seller or the Debtor is a Party or there shall be a Servicer Event of Default under the Servicing Agreement; (h) the Delinquency Ratio averaged over any three consecutive Collection Periods shall equal or exceed 6.00%; (i) the Gross Default Ratio averaged over any three consecutive Collection Periods shall equal or exceed 12.00%; (j) the Collateral Agent shall fail for any reason to have a valid and perfected first priority security interest in the Receivables and the proceeds thereof; (k) there shall be a material breach by the Seller of its obligations under the Purchase Agreement; (l) on and after the Remittance Date next following the fourth Collection Period after the Closing Date, the annualized Net Default Ratio averaged over any three consecutive Collection Periods is greater than or equal to 5.00%; (i) a final judgments judgment for the payment of money in an aggregate amount excess of $1,000,000 shall have been rendered against the Seller by a court of competent jurisdiction and the Seller shall not have either: (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supersedeas or otherwise) during the pendency of such appeal or (ii) the Seller shall have made payments of amounts in excess of $10,000,000, individually or 1,000,000 in settlement of any litigation; (n) the weighted average APR of the Loans is less than 17.5%; (o) the weighted average remaining term to maturity on the Receivables is greater than 45 months; (p) a draw is made under the Surety Bond; (q) the Surety Bond Provider shall have given notice that an event of default has occurred and is continuing under the Insurance Agreement; (r) the term of the Surety Bond is not of the term required by the Company (which term shall be at least equal to the term of the latest maturing Receivable in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution.facility plus 90 days); (gs) An ERISA Event shall occur with respect the Servicer's long-term debt rating falls below A-/A3 and a successor servicer acceptable to the Surety Bond Provider is not in place within 60 days; (t) the long-term debt rating of any active provider of an Interest Rate Cap is below A-/A3 and a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA successor to such Pension Planprovider acceptable to the Surety Bond Provider is not in place or collateral acceptable to the Surety Bond Provider has not been posted, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; each case, within 10 business days; (iiu) the aggregate amount outstanding principal balance of UnfundedReceivables originated under the Seller's Participating Program exceeds 10% of the Borrowing Base; (v) the facility no longer carries a shadow rating of at least BBB- from S&P or at least Baa3 from Moody's; and (w) the occurrence of a Wind-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000Down Ev▇▇▇ ▇▇▇ch is not cured within 35 days.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator shall fail (i) to make any payment or deposit required to be made by Originator hereunder when duedue and such failure continues for one (1) 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)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdmade. (c) Failure of Originator to pay any Material Indebtedness when due in excess of Originator when due$35 million, individually or in the aggregate; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause cause, or to permit the holder or holders of such Material Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator or any of its 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 Originator 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) Originator or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) The senior unsecured long-term debt rating of Avnet shall fall below BBB, as determined by Standard & Poor's Ratings Services, and shall fall below Baa2, as determined by Moody's Investors Service, Inc. (g) One or more o▇ ▇▇▇▇ final judgments for the payment of money in an aggregate amount in excess of $10,000,00050,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty thirty (2030) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) (i) the Collection Agent (if then any Person designated by the Seller is the Collection Agent), the Seller, GP, Inc. or the Originator shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (iii) of this paragraph (aSection 7.1(a)) or any other Transaction Document to which it is a party under the Transfer Agreement, and such failure shall continue remain unremedied for three ten (310) consecutive Business DaysDays after the earlier to occur of knowledge thereof on the part of the Collection Agent or the Seller or notice thereof given by the Agent or any Managing Agent to the Seller, or (iii) the Collection Agent (if then any Person designated by the Seller is the Collection Agent), the Originator, the Seller or GP, Inc. shall fail to make any payment or deposit to be made by it hereunder or under the Fee Letter when due and such failure shall remain unremedied for one (1) Business Day. (b) Any representation, warranty, certification or statement made by Originator the Seller or GP, Inc. in this Agreement, any other Transaction Document Agreement or in any other document delivered pursuant hereto or thereto by the Originator under the Transfer Agreement shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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 thereofmade. (i) Originator The Seller, GP, Inc., the Originator, The Bon-Ton Stores, Inc. or any of their respective 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 Originator the Seller, GP, Inc., the Originator, The Bon-Ton Stores, Inc. or any of their respective Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, dissolution, 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 (ii) any judicial or nonjudicial dissolution of the Seller shall occur, or an event of withdrawal with respect to GP, Inc. as the general partner in the TBTR Partnership shall occur or (iii) Originator the Seller, GP, Inc., the Originator, The Bon-Ton Stores, Inc. or any of their respective Subsidiaries shall take any corporate or partnership action to authorize any of the actions set forth in the foregoing clauses clause (i) or clause (ii) of above in this subsection (dc). (i) The Seller, TBTR Partnership, GP, Inc. or the Originator shall fail to observe or perform any covenant, condition or provision of the Transfer Agreement, and such failure shall have continued beyond any applicable cure period thereunder, or (ii) the Seller or the Originator, as applicable, shall have waived or relinquished its rights under the Transfer Agreement with respect to any such failure or (iii) the "Termination Date" in the Transfer Agreement shall have occurred, or (iii) the Originator for any reason shall cease to sell, or the Seller for any reason shall cease to buy, "Receivables" under the Transfer Agreement. (e) A The three month rolling average Excess Spread shall be less than 2%. (i) The Originator shall cease to own directly 100% of shares of the outstanding capital stock of GP, Inc. entitled to vote generally for the election of directors of such corporation, (ii) GP, Inc. shall cease to own directly all of the general partnership interests in the Seller, (iii) the Originator shall cease to own directly all of the limited partnership interests in the Seller or (iv) a Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event As at the end of any fiscal month, (i) the average Delinquency Ratio in respect of the three fiscal months then most recently ended shall occur with respect to a Pension Plan exceed 3.5% or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount average Loss-to-Liquidation Ratio in respect of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate the three fiscal months then most recently ended shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.exceed 3.5

Termination Events. The occurrence of any one or more Each of the following events shall constitute shall, upon the occurrence and continuance thereof, be a "Termination Event": (a) Originator The Seller shall fail (i) to make any payment payment, transfer or deposit as required hereunder when dueto be made hereunder, under the Fee Letter or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or under any other Transaction Document to which it is a party Principal Agreement when due and such failure shall continue remain unremedied for three a period of five (35) consecutive Business Days.calendar days after the due date; or (b) Any representation, warranty, certification representation or statement warranty made or deemed to be made by Originator the Seller or any Performance Guarantor or any of their respective officers under or in connection with this Agreement, Agreement or any other Transaction Document Principal Agreement or in any other document information or report delivered pursuant hereto or thereto shall prove to have been false, misleading or incorrect in any material respect when made or deemed made and, made; provided that any breach of a representation and warranty in Section 6.02 with respect to any representation, warranty or certification relating to a Mortgage Loan as of the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause related Purchase Date shall not be applicable constitute a Termination Event if the Seller complies with its repurchase obligation set forth in Section 2.04(c) with respect to any representation or warranty which itself contains a materiality threshold.such Mortgage Loan; or (c) Failure of Originator The Seller or any Performance Guarantor shall fail to pay perform or observe any Material Indebtedness of Originator when due; or the default by Originator in the performance of any other material term, provision covenant or condition agreement contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; this Agreement or any such Material Indebtedness of Originator shall be declared to be due and payable or required to be prepaid other Principal Agreement (other than by a regularly scheduled paymentas referred to in Section 8.01(a)) prior on its part to be performed or observed and any such failure shall remain unremedied beyond the date expiration of maturity thereof.any applicable grace or notice period expressly provided for therein; or (id) Originator The Seller, Servicer or any Performance Guarantor generally shall generally not pay its debts as such debts they become due or shall admit in writing its inability to pay its debts generally debts, or shall make a general assignment for the benefit of creditors; or (e) The Seller, Servicer or any Performance Guarantor shall (iii) any proceeding shall be instituted by apply for or against Originator seeking consent 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 trustee, custodian, intervenor or other similar official for liquidator of it or any of all or a substantial part of its property assets; (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the allegations of or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or (v) take action for the purpose of effecting any of the foregoing; or (f) An involuntary petition or complaint shall be filed against the Seller, the Servicer, or any Performance Guarantor seeking bankruptcy or reorganization of the Seller, the Servicer, or any Performance Guarantor or a receiver, custodian, trustee, intervenor or liquidator shall be appointed for all or substantially all of the assets of either the Seller, the Servicer or any Performance Guarantor; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of the Seller, the Servicer or any Performance Guarantor or appointing a receiver, custodian, trustee, intervenor or liquidator of the Seller, the Servicer or any Performance Guarantor or of all or substantially all of the assets of the Seller, the Servicer or any Performance Guarantor; or (i) The Seller, the Servicer or any Performance Guarantor shall fail to make when due and payable or within any applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) any payment on any Indebtedness with an unpaid principal balance of over $1,500,000 with respect to the Seller or the Servicer, or $10,000,000 in the case of either Performance Guarantor; or (ii) any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit with the giving of notice or lapse of time or both the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or (iii) Originator shall take any corporate action such obligation becomes due (other than by regularly scheduled payments) prior to authorize its stated maturity; or (iv) any of the actions set forth foregoing occurs with respect to any one or more items of Indebtedness with an unpaid principal balance exceeding, in the foregoing clauses (i) aggregate, $1,500,000 with respect to the Seller or (ii) the Servicer, or $10,000,000 in the case of this subsection (d).either Performance Guarantor; or (eh) A Change of Control The Seller, Servicer or any Performance Guarantor shall occur. (f) One or more fail within 30 days to timely appeal any final judgments or to pay, bond or otherwise discharge any judgments or orders for the payment of money in an aggregate amount each case in excess of $10,000,0005,000,000, individually or in the aggregate; or (i) Any Person shall levy on, seize or attach all or any material portion of the assets of the Seller, the Servicer or any Performance Guarantor and within thirty (30) days thereafter the Seller, the Servicer or the Performance Guarantor shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; or (j) The Seller or the Servicer becomes ineligible to originate, sell or service mortgage loans to FNMA, FHLMC or GNMA, or FNMA, FHLMC or GNMA shall impose any sanctions upon or terminate or revoke any rights of the Seller or the Servicer; or (k) If (i) any Governmental Authority cancels the Seller's right to be entered against Originator and/or either a seller or servicer of such Governmental Authority's insured or guaranteed mortgage loans or mortgage-backed securities, (ii) any of its Subsidiaries on claims not covered by insurance Approved Takeout Investor cancels for cause any servicing or as to which underwriting agreement between the insurance carrier has denied its responsibility, Seller and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or Approved Takeout Investor that could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; have a Material Adverse Effect or (iii) Originator the Seller receives notice from a Governmental Authority that such Governmental Authority intends to revoke such Seller's right to be a seller or servicer of such Governmental Authority's insured or guaranteed mortgage loans or mortgage-backed securities and such notice is not withdrawn within ten (10) days of the receipt thereof; or (l) Any material provision of this Agreement, or any ERISA Affiliate other Principal Agreement shall fail for any reason cease to pay when duebe in full force and effect, after or be declared null and void or unenforceable in whole or in part; or the expiration validity or enforceability of any applicable grace period, any installment payment such document shall be challenged or denied; or (m) A "change in control," with respect to its withdrawal liability the ownership of AHMIC shall have occurred after the date hereof (and as used in this subparagraph, the term "change in control" shall mean an acquisition by any Person, partnership or group, as defined under Section 4201 the Securities Exchange Act of ERISA under 1934, as amended, of a Multiemployer Plan in an aggregate amount in excess direct or indirect beneficial ownership of $5,000,000.10% or more of the then-outstanding voting stock of the Performance Guarantors); or AHMIC shall cease at any time to own directly or indirectly 100% of the stock of the Seller and the Servicer; or

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator PCI, Seller or the Servicer shall fail (i) to make pay when due any payment amounts required to be paid to the Agent or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Daysthe Buyers pursuant hereto. (b) Any representation, warranty, certification representation or statement warranty made or deemed to have been made by or on behalf of Seller, PCI or an Originator in the Transaction Documents or on behalf of Seller, PCI or an Originator in any certificate, statement, report or other writing furnished by or on behalf of Seller to the Agent or a Buyer pursuant to this Agreement, Agreement or any other Transaction Document instrument, document or in any other document delivered pursuant hereto or thereto agreement shall prove to have been incorrect false or misleading in any material respect when made on the date as of which the facts set forth are stated or certified or deemed made and, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation been stated or warranty which itself contains a materiality threshold.certified; (c) Failure PCI or Seller shall fail to comply with any agreement, covenant, condition, provision or term contained in the Transaction Documents (and such failure shall not constitute a Termination Event under any of the other provisions of this Section 11.1) and such failure to comply shall continue for 30 calendar days after notice thereof to Seller by the Agent; (d) PCI, Seller, an Originator or a Hedge Provider shall become insolvent or shall generally not pay its debts as they mature or shall apply for, shall consent to, or shall acquiesce in the appointment of a custodian, trustee or receiver of PCI, Seller, an Originator or a Hedge Provider or for a substantial part of the property thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for PCI, Seller, an Originator or a Hedge Provider or for a substantial part of the property thereof and shall not be discharged within 30 days; (e) Any bankruptcy, reorganization, debt arrangement or other proceedings under any bankruptcy or insolvency law shall be instituted by or against PCI, Seller, an Originator or a Hedge Provider, and, if instituted against PCI, Seller, and Originator or a Hedge Provider, shall have been consented to or acquiesced in by PCI, Seller, an Originator or a Hedge Provider, or shall remain undismissed for 30 days, or an order for relief shall have been entered against PCI, Seller, an Originator or a Hedge Provider, or PCI, Seller, an Originator or a Hedge Provider shall take any corporate action to approve institution of, or acquiescence in, such a proceeding; (f) Any dissolution or liquidation proceeding shall be instituted by or against PCI, Seller, an Originator or a Hedge Provider and, if instituted against PCI, Seller, an Originator or a Hedge Provider shall be consented to or acquiesced in by PCI, Seller, an Originator or a Hedge Provider or shall remain for 30 days undismissed, or PCI, Seller, an Originator or a Hedge Provider shall take any corporate action to approve institution of, or acquiescence in, such a proceeding; (g) A judgment or judgments for the payment of money in excess of the sum of $2,000,000 in the aggregate shall be rendered against PCI or Seller and PCI or Seller shall not discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof, prior to any execution on such judgments by such judgment creditor, within 30 days from the date of entry thereof, and within said period of 30 days, or such longer period during which execution of such judgment shall be stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; (h) The maturity of any indebtedness of PCI or Seller in an aggregate amount of $2,000,000 or more shall be accelerated, or PCI or Seller shall fail to pay any Material Indebtedness of Originator such indebtedness in such amount when due; or the default by Originator due or, in the performance case of such indebtedness payable on demand, when demanded, or any term, provision event shall occur or condition contained in any agreement under which any such Material Indebtedness was created or is governedshall exist and shall continue for more than the period of grace, if any, applicable thereto and shall have the effect of which is causing, or permitting the holder of any such indebtedness or any trustee or other Person acting on behalf of such holder to cause cause, such Material Indebtedness indebtedness in such amount to become due prior to its stated maturity; maturity or to realize upon any collateral given as security therefor; (i) Any Person, or group of Persons acting in concert, that owned less than 5% of the shares of any voting class of stock of PCI shall have acquired more than 50% of the shares of such Material Indebtedness of Originator voting stock; (j) This Agreement or the PCI Support Agreement shall, at any time after the execution and delivery hereof, cease to be in full force and effect or shall be declared to be due null and payable void, or required the validity or enforceability thereof shall be contested by either PCI or Seller, or PCI or Seller shall deny that it has any or further liability or obligation under this Agreement or the PCI Support Agreement; (k) Any execution or attachment shall be issued whereby any substantial part of the property of PCI, Seller or an Originator shall be taken or attempted to be prepaid taken and the same shall not have been vacated or stayed within 30 days after the issuance thereof; (other l) The Seller or Originators shall cease to be wholly-owned Subsidiaries of PCI; (m) The Intercreditor Agreement shall, at any time after the execution and delivery thereof, be breached by Seller or JPMorgan, cease to be in full force and effect or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by Seller or JPMorgan, or Seller or JPMorgan shall deny that it has any or further liability or obligation under the Intercreditor Agreement; (n) PCI’s Consolidated Net Worth at any time shall be less than the sum of (i)$904,546,000, plus (ii)50% of the cumulative positive quarterly Consolidated Net Income for all fiscal quarters of PCI following the fiscal quarter of PCI ending January 27, 2007, (without taking into account any net loss in any such fiscal quarter), plus (iii)100% of the amount, if any, by which stockholder’s equity of PCI is, in accordance with GAAP, increased for all fiscal quarters of PCI following the fiscal quarter of PCI ending January 27, 2007 as a regularly scheduled paymentresult of (A) prior the issuance of any capital stock of PCI or (B) any Acquisition; (o) PCI’s ratio of Consolidated Total Debt to the Consolidated Adjusted EBITDA shall at any time be greater than 3.25 to 1.0. (p) As of any reporting date of maturity thereof.or Settlement Date: (i) Originator the average of the Default Ratio for such fiscal month and each of the two immediately preceding fiscal months 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 creditorsexceed 5.0%; or or (ii) any proceeding shall be instituted by Excess Spread is less than 2.0% (or against Originator seeking to adjudicate it bankrupt or insolventif a Hedge Agreement is in place, 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (dless than 1%). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of any one or more of This Agreement may be terminated prior to the following events shall constitute a Termination EventClosing: (a) Originator shall fail by the mutual consent of Parent and the Company; (b) by either Parent or the Company if the Closing has not taken place on or before the End Date (as defined below), other than as a result of any failure on the part of such terminating party to comply with or perform any covenant or obligation of such terminating party set forth in this Agreement; (c) by Parent if (i) any representation or warranty of the Company or any Key Stockholder contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, or shall have become inaccurate or shall be breached as of a date subsequent to make the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 7.1 would not be satisfied (it being understood that, for purposes of determining the accuracy of such representations and warranties as of the date of this Agreement or as of any payment subsequent date, (A) all “Material Adverse Effect” and other materiality qualifications (other than those set forth in Sections 2.4(c), 2.8, 2.9(c)(iii), 2.10(a)(vii), 2.10(a)(xviii), 2.10(c), 2.10(d) and 2.26) and all “Knowledge” qualifications contained in such representations and warranties shall be disregarded, and (B) any update of or deposit required hereunder when duemodification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded), or (ii) any of the covenants or obligations of the Company or any Key Stockholder contained in this Agreement shall have been breached in any material respect; provided, however, that if an inaccuracy in or breach of any representation or warranty of the Company or any Key Stockholder as of a date subsequent to perform the date of this Agreement or observe a breach of a covenant by the Company or any termKey Stockholder is curable by the Company or such Key Stockholder through the use of commercially reasonable efforts during the 30-day period after Parent notifies the Company in writing of the existence of such inaccuracy or breach (the “Company Cure Period”), covenant then Parent may not terminate this Agreement under this Section 9.1(c) as a result of such inaccuracy or agreement hereunder breach prior to the expiration of the Company Cure Period, provided the Company or such Key Stockholder, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; (other than as referred to in clause d) by the Company if (i) any representation or warranty of Parent contained in this paragraph (a)) Agreement shall be inaccurate or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in have been breached as of the date of this Agreement, or shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 8.1 would not be satisfied, or (ii) any other Transaction Document or of Parent’s covenants contained in any other document delivered pursuant hereto or thereto this Agreement shall prove to have been incorrect breached in any material respect when made respect; provided, however, that if an inaccuracy in or deemed made and, with respect to breach of any representation, representation or warranty or certification relating of Parent as of a date subsequent to the particular character date of this Agreement or a breach of a covenant by Parent is curable by Parent through the use of commercially reasonable efforts during the 30-day period after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach; (e) by Parent if (i) there shall have occurred any one Material Adverse Effect, or more Receivables(ii) any event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have or result in a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.Effect; (cf) Failure of Originator to pay any Material Indebtedness of Originator when due; by either Parent or the default Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (g) by Originator in the performance of Parent, if any term, provision or condition contained in Section 7 shall become incapable of fulfillment; (h) by the Company, if any agreement under which any such Material Indebtedness was created or is governed, the effect condition contained in Section 8 shall become incapable of which is to cause such Material Indebtedness to become due prior to its stated maturityfulfillment; or any such Material Indebtedness of Originator 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.or (i) Originator by Parent if the Required Merger Stockholder Votes are not obtained within one day after the date of this Agreement. The “End Date” shall generally not pay its debts as such debts become due be April 15, 2004; provided, however, that (i) if, on April 15, 2004, each of the conditions set forth in Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the Closing) is satisfied or has been waived, other than either or both of the conditions set forth in Sections 7.6 and 7.12, then the End Date shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or be automatically extended until June 15, 2004, and (ii) any proceeding if the End Date shall be instituted by or against Originator seeking to adjudicate it bankrupt or insolventhave been extended until June 15, or seeking liquidation2004 and if, winding upon June 15, reorganization2004, 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) Originator shall take any corporate action to authorize any each of the actions conditions set forth in Sections 7 and 8 (other than those conditions that by their nature are to be satisfied at the foregoing clauses (iClosing) is satisfied or (ii) has been waived, other than either or both of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money conditions set forth in an aggregate amount in excess of $10,000,000Sections 7.6 and 7.12, individually or in then the aggregate, End Date shall be entered against Originator and/or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibilityautomatically further extended until August 15, and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution2004. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The employment hereunder will terminate upon the occurrence of any one or more of the following events shall constitute a (“the Termination Event:”): (a) Originator shall fail (i) to make any payment or deposit required hereunder when dueEmployee dies, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure case the Company shall continue to pay the Base Compensation to the estate of the Employee for three a period of ninety (390) consecutive Business Days.days after such death; (b) Any representationThe Company, warrantyby written notice to Employee or his personal representative, certification discharges Employee due to the inability to continue to perform the duties previously assigned to him prior to such injury or disability hereunder for a continuous period exceeding 180 days by reason of injury, physical or mental illness or other disability, which condition has been certified by a physician acceptable to the Company; provided, however, that prior to discharging Employee due to such disability, the Company shall give a written statement made of findings to Employee or his personal representative setting forth specifically the nature of the disability and the resulting performance failures, and Employee shall have a period of thirty (30) days thereafter to respond in writing to the Company’s findings, whereupon the Company shall conduct a reasonable and fair hearing with the Employee and any supporting witnesses and evidence for the Employee to reach a final determination; (c) Employee is discharged by Originator the Company for “Cause”. As used in this Agreement, the term “Cause” shall mean: (i) Employee’s final and unappealed conviction of (or pleading guilty or “nolo contendere” to) any other Transaction Document felony or a misdemeanor involving dishonesty or moral turpitude; provided, however, that prior to discharging Employee for Cause, the Company shall give a written statement of findings to Employee setting forth specifically the grounds on which Cause is based, and Employee shall have a period of ten (10) days thereafter to respond 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 representation, warranty or certification relating writing to the particular character Company’s findings; or (ii) The willful and continued failure of Employee to substantially perform his duties with the Company (other than any one such failure resulting from illness or more Receivablesdisability) after written demand of no less than thirty (30) days for substantial performance is requested by the Company, could which demand specifically identifies the manner in which it is claimed Employee has not substantially performed his duties, or (b) Employee is willfully and continuously engaged in material misconduct which has, or would reasonably be expected to have have, a Material Adverse Effect direct and material adverse monetary effect on the Receivables Company. For purposes of this Section 5, no act or failure to act on Employee’s part shall be considered “willful” if done, or omitted to be done, by Employee in good faith and with reasonable belief that Employee’s action or omission was in, or not opposed to, the best interest of the Company. No termination shall be effected for “Cause” unless Employee has been provided with specific written information as a whole; provided to the acts or omissions which form the basis of the allegation of for “Cause”, and Employee has had an opportunity to be heard, with counsel if he so desired, before the Company determines, by majority vote, in good faith, that Employee was guilty of conduct constituting for “Cause” as herein defined, specifying the materiality threshold particulars thereof in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholddetail. (cd) Failure Employee is discharged by Company “without Cause”, which the Company may do at any time, with at least thirty (30) days advance written notice, subject to the full performance of Originator the obligations of the Company to pay any Material Indebtedness of Originator when duethe Employee for Base Compensation and bonus payments pursuant to Section 5.2; or the or (e) Employee voluntarily terminates his employment due to “Good Reason”, which shall mean a material default by Originator the Company in the performance of any termof its obligations hereunder, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, default remains uncured by the effect Company for a period of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness thirty (30) days following receipt of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior written notice thereof to the date of maturity thereof. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur.Company from Employee or (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000Employee voluntarily terminates his employment without Good Reason, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans Employee may do at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000at least 30 days advance notice.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each, a “Termination Event”) shall occur and be continuing: (a) Originator the Borrower shall fail (i) default in the payment of any amount required to make any payment or deposit required hereunder when duebe made under the terms of this Agreement and such failure continues unremedied for a period of three Business Days after the due date set forth herein for such payment, or if no due date is specified, such failure continues for a period of twenty (20) days after written request for such payment has been made; or (b) the amount described in clause (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to of the definition of Availability shall exceed the amount described in clause (i) of the definition of Availability for more than three Business Days, or the aggregate amount of all Advances Outstanding in Alternative Currencies exceeds 105% of the aggregate Alternative Currency Sub-Limits, for more than five Business Days; or (i) the Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this paragraph (a)) Agreement or any other Transaction Document to which it is a party and party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of the Originator set forth in any Transaction Document to which it is a party, in each case when such failure continues unremedied for more than twenty (20) days after written notice thereof shall continue for three (3) consecutive Business Days.have been given by the Deal Agent or any other Secured Party to such Person; or (bd) Any representation, warranty, certification any representation or statement warranty made by Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto deemed made hereunder shall prove to have been be incorrect in any material respect as of the time when made the same shall have been made, and such incorrect representation or deemed made and, warranty shall not have been eliminated or otherwise cured within a period of twenty (20) days after written notice thereof shall have been given by the Deal Agent or any other Secured Party to the Borrower; or (e) an Insolvency Event shall occur with respect to the Borrower; or (f) a Servicer Termination Event occurs; or (g) any representation, warranty Change-in-Control of the Borrower or certification relating the Originator occurs; or (h) the Borrower or the Originator fails to the particular character make any payment of any one principal of or any interest on any debt or other obligations when due (after giving effect to any periods of grace) which is outstanding in a principal amount of more than $100,000 in the aggregate in the case of the Borrower or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold than $5,000,000 in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator aggregate in the performance case of the Originator, or any term, provision event or condition contained in any agreement under which any occurs that would permit acceleration of such Material Indebtedness was created debt or is governed, the effect of which is to cause other obligations if such Material Indebtedness to become due prior to its stated maturityevent or condition has not been waived; or any such Material Indebtedness of Originator 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.or (i) Originator shall generally not pay its debts the Deal Agent, as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment agent for the benefit of creditors; or (ii) Secured Parties, shall fail for any proceeding shall be instituted by or against Originator seeking reason 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 have a receiver, trustee or other similar official for it or any substantial part of its property or (iii) Originator shall take any corporate action to authorize valid and perfected first priority security interest in any of the actions set forth in the foregoing clauses Collateral; or (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more a final judgments judgment for the payment of money in an aggregate amount excess of $5,000,000 shall have been rendered against the Originator or $100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, the Originator shall not have either (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supersedes or otherwise) during the pendency of such appeal or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $10,000,0001,000,000 or $100,000, individually respectively, in settlement of any litigation; or (k) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the aggregateLoans or interest of any Lender, without the prior written consent of the Deal Agent; or (l) on any day, either (i) the aggregate Hedge Notional Amount is less than the product of the Hedge Percentage on such day and the Hedge Amount on that day, or (ii) any Hedge Transaction fails to meet the requirements set forth in Section 5.2(a) and such failure continues unremedied for a period of ten consecutive days; or (m) the Aggregate Net ▇▇▇▇ to Market Amount exceeds $15,000,000 for two consecutive Determination Dates; or (n) on any Determination Date, the Rolling Three-Month Portfolio Yield does not equal or exceed Minimum Portfolio Yield and such failure continues for a period of 15 consecutive days; or (o) the Rolling Three-Month Default Ratio shall exceed 5.0%; or (p) the Rolling Three-Month Charged-Off Ratio shall exceed 2.5%; or (q) any two of (i) ▇▇▇▇▇ ▇▇▇▇▇▇, (ii) ▇▇▇ ▇▇▇▇▇▇, and (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall cease to be entered against employed by the Borrower or the Originator and/or in the capacity as executive officers thereof; or (r) the Borrower shall become required to register as an “investment company” under the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act or any rules, regulations or orders issued by the SEC thereunder; or (s) the business and other activities of its Subsidiaries on claims the Borrower or the Originator, including but not covered limited to, the acceptance of the Advances and the Swingline Advances by insurance or as the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the insurance carrier has denied its responsibilityBorrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution.regulations promulgated thereunder; or (gt) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result Material Adverse Change in liability the operations of Originator under Title IV of ERISA to such Pension Planthe Originator, such Multiemployer Plan the Servicer or the PBGC Borrower shall occur; or (u) a change in an aggregate amount any binding law or any rule or regulation having the force of law shall occur, which would cause the legal conclusions made in excess of $5,000,000the true sale, non-consolidation and perfection opinions delivered in connection with the Transaction Documents to be incorrect; or (iiv) the aggregate amount of UnfundedRolling Twelve-Pension Liability among all Pension Plans at any time exceeds $5,000,000Month Portfolio Charged-Off Ratio shall exceed 12.0%; or or (iiiw) Originator or any ERISA Affiliate the Servicer shall fail to pay when duedeliver an amended and restated Credit and Collection Policy to the Deal Agent and each Lender Agent by December 31, after 2005; then, and in any such event, the expiration Deal Agent may, with the consent of the Required Lenders, and shall, at the direction of the Required Lenders, by notice to the Borrower, declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Obligations owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable; provided, that, in the event that the Termination Event described in Section 9.1(e) herein has occurred, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon any such declaration or automatic occurrence of the Termination Date, no Advances or Swingline Advances will be made, and the Deal Agent and the other Secured Parties shall have, in addition to all other rights and remedies under this Agreement or otherwise, all rights and remedies provided under the UCC of each applicable grace periodjurisdiction and other Applicable Laws, including the right to sell the Collateral, which rights and remedies shall be cumulative. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Deal Agent and the Secured Parties otherwise available under any installment payment with respect to its withdrawal liability under Section 4201 provision of ERISA under a Multiemployer Plan in an aggregate amount in excess this Agreement by operation of $5,000,000law, at equity or otherwise, each of which are expressly preserved.

Termination Events. The occurrence of any one or more of This Agreement may be terminated prior to the following events shall constitute a Termination EventClosing: (a) Originator shall fail by the mutual written consent of Purchaser and the Company; (b) by Purchaser if the Closing has not taken place on or before 5:00 p.m. (Eastern Time) on the date that is sixty (60) days after the date of this Agreement (the “End Date”) and any condition set forth in Section 8 has not been satisfied or waived as of the time of termination (in each case, other than as a result of any failure on the part of Purchaser to comply with or perform any covenant or obligation of Purchaser set forth in this Agreement); (c) by the Company if the Closing has not taken place on or before 5:00 p.m. (Eastern Time) on the End Date and any condition set forth in Section 9 has not been satisfied or waived as of the time of termination (in each case, other than as a result of any failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement); (d) by Purchaser or the Company if: (i) to make a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable Order or shall have taken any payment other action, having the effect of permanently restraining, enjoining or deposit required hereunder when due, otherwise prohibiting the Share Purchase; or (ii) there shall be any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to perform or observe the Share Purchase by any term, covenant or agreement hereunder Governmental Entity that would make consummation of the Share Purchase illegal; (other than as referred to e) by Purchaser if Purchaser is not in clause material breach of any provision of this Agreement and either: (i) any representation or warranty of any Seller or the Company contained in this paragraph (a)) or any other Transaction Document to which it is a party and such failure Agreement shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that any of the conditions set forth in Section 8.1 would not be satisfied; (ii) any of the covenants of any Seller or the Company contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred, or any event or other Effect shall have occurred or circumstance or other Effect shall exist that, alone or in combination with any other Transaction Document events, circumstances 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 representation, warranty or certification relating to the particular character of any one or more ReceivablesEffects, could reasonably be expected to have or result in a Material Adverse Effect on the Receivables as a wholeEffect; provided that the materiality threshold provided, however, that, in the preceding clause shall not be applicable with respect to case of clauses “(i)” and “(ii)” only, if an inaccuracy in any representation of the representations or warranty which itself contains a materiality threshold. (c) Failure warranties of Originator to pay any Material Indebtedness of Originator when due; Seller or the default by Originator in the performance Company as of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior date subsequent to the date of maturity thereof.this Agreement, or a breach of a covenant by any Seller or the Company, is curable by such Seller or the Company, as applicable, through the use of reasonable efforts within ten (10) days after Purchaser notifies the Company in writing of the existence of such inaccuracy or breach (the “Seller Cure Period”), then, so long as such Seller continues to exercise reasonable efforts during the Seller Cure Period to cure such inaccuracy or breach, Purchaser may not terminate this Agreement under this Section 10.1(e) as a result of such inaccuracy or breach prior to the expiration of the Seller Cure Period (it being understood that Purchaser may not terminate this Agreement pursuant to this Section 10.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Seller Cure Period); or (f) by the Company if neither the Sellers nor the Company are in breach of any provision of this Agreement and either: (i) Originator any of Purchaser’s representations or warranties contained in this Agreement shall generally not pay its debts be inaccurate as such debts become due of the date of this Agreement, or shall admit have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditorsSection 9.1 would not be satisfied; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize if any of Purchaser’s covenants contained in this Agreement shall have been breached such that the actions condition set forth in Section 9.2 would not be satisfied; provided, however, that if an inaccuracy in any of Purchaser’s representations or warranties as of a date subsequent to the foregoing clauses (i) or (ii) date of this subsection Agreement, or a breach of a covenant by Purchaser, is curable by Purchaser through the use of reasonable efforts within ten (d10) days after the Company notifies Purchaser in writing of the existence of such inaccuracy or breach (the “Purchaser Cure Period”). , then, so long as Purchaser continues to exercise reasonable efforts during the Purchaser Cure Period to cure such inaccuracy or breach, the Company may not terminate this Agreement under this Section 10.1(f) as a result of such inaccuracy or breach prior to the expiration of the Purchaser Cure Period (eit being understood that the Company may not terminate this Agreement pursuant to this Section 10.1(f) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan such inaccuracy or Multiemployer Plan which his resulted breach if such inaccuracy or could reasonably be expected breach is cured prior to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000the Purchaser Cure Period).

Termination Events. The occurrence of any one or more (a) Each of the following events shall constitute a “Termination Event”: (a) Originator shall fail (i) failure on the part of the Borrower to make any payment, transfer or deposit required by the terms of this Agreement or any Transaction Document to which it is a party on the day such payment or deposit is required hereunder when due, or to be made and such failure continues for more than two (2) Business Days; (ii) failure by the Borrower duly to perform or observe any term, covenant or agreement hereunder (other than as referred to of the Borrower contained in clause (i) of this paragraph (a)) Agreement or any the other Transaction Document Documents to which it the Borrower is a party and such failure shall continue remains unremedied for three thirty (30) calendar days after the earliest to occur of: (1) discovery by a Responsible Officer of the Borrower of such failure, (2) the date such Responsible Officer should have discovered such failure, and (3) consecutive Business Days.receipt of a written notice of such failure from the Administrative Agent; (biii) Any any representation, warranty, warranty or certification made or statement deemed to be made by Originator in the Borrower under this Agreement, Agreement or any other Transaction Document to which the Borrower is a party, or in any other document delivered Monthly Report or any information required to be given by the Borrower or the Originator to the Administrative Agent to identify Contracts pursuant hereto or thereto to any Transaction Document to which Borrower is a party, shall prove to have been false or incorrect in any material respect when made or deemed made andor delivered, and which remains unremedied for thirty (30) calendar days following the earliest to occur of: (1) discovery by a Responsible Officer of the Borrower of such failure, (2) the date such Responsible Officer should have discovered such failure, and (3) receipt of a written notice of such failure from the Administrative Agent; (iv) an Event of Bankruptcy shall occur with respect to the Borrower; (v) on any representationday a Borrowing Base Deficiency shall occur and, warranty or certification relating to by the particular character earlier of any one or more Receivables(A) the next Payment Date and (B) the fifth (5th) Business Day after such Borrowing Base Deficiency first occurs, could reasonably be expected to have such Borrowing Base Deficiency is not cured; (vi) the occurrence of a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to the Borrower or the Servicer; (vii) the Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any representation assets of the Borrower or warranty the Servicer, or the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower or the Servicer; (viii) the Administrative Agent shall fail for any reason to have a first priority perfected security interest in all or any portion of the Collateral; (A) any Transaction Document, or any Lien granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower or the Servicer, (B) the Borrower, the Servicer or any other Person shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability or (C) any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be perfected first priority security interest; (x) a Change of Control shall occur with respect to the Borrower; (xi) failure to deliver any Monthly Report within five (5) Business Days of the date when due; (xii) the average of the Delinquency Ratio (Managed Contracts) for any Measurement Date and the two immediately preceding Measurement Dates exceeds 12.50%; (xiii) the average of the Delinquency Ratio (Pledged Contracts) for any Measurement Date and the two immediately preceding Measurement Dates exceeds 12.50%; (xiv) the average of the Net Losses Ratios (Managed Contracts) as of the last day of any Accounting Period and the last day of each of the two immediately preceding Accounting Periods exceeds 3.50%; (xv) the average of the Net Losses Ratios (Pledged Contracts) for any Accounting Period related to such Determination Date and the two immediately preceding Accounting Periods exceeds 3.50%; (xvi) the Extension Rate (Managed Contracts) for any Measurement Date and the two immediately preceding Measurement Dates exceeds 7.00%; (xvii) the Extension Rate (Pledged Contracts) for any Measurement Date and the two immediately preceding Measurement Dates exceeds 7.00%; (xviii) the Excess Spread for any Determination Date is less than 5.00%. (xix) Available Cash on the last Business Day of any Accounting Period is less than $15 million; (xx) Available Liquidity on any day is less than $20 million; (xxi) Net Worth on any day is less than the Required Net Worth; (xxii) the Leverage Ratio on the last day of any Collection Period exceeds 5.0:1.0; (xxiii) the Borrower shall be required to be registered as an “Investment Company” under the Investment Company Act or the arrangements contemplated by the Transaction Documents shall require the Borrower to register as an “Investment Company” under the Investment Company Act; (xxiv) on any Funding Date, the amount on deposit in the Reserve Account is less than the Reserve Account Required Amount (after giving effect to the related Loan or Loans); and (xxv) the occurrence of a default under any Loan made by any Affiliate of the Lender to DTAC, DTAG or any DT Entity. (b) In addition to and not in limitation of any other provision of this Agreement, upon the occurrence of any Termination Event (i) the Termination Date shall, without demand, protest or notice of any kind, all of which itself contains a materiality thresholdare hereby expressly waived by the Borrower, occur, (ii) the Lender shall have no further obligation hereunder to make any Loan, (iii) all proceeds from the Pledge Contracts and the other Collateral will be applied in accordance with the provisions of Section 2.7 and (iv) the Administrative Agent, on behalf of the Lender, may direct the application of funds from the Reserve Account to repay any portion or all of the Note Balance. (c) Failure Upon and following the occurrence of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governeda Termination Event, the effect of which is Administrative Agent may, without notice to cause such Material Indebtedness the Borrower except as required by law and at any time or from time to become due prior to its stated maturity; time, charge, set-off and otherwise apply all or any such Material Indebtedness part of Originator shall be declared to be the Note Balance, any Interest accrued thereon and or any other amount due and owing to any Secured Party against amounts payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date Borrower from the Reserve Account, the Collection Account or any part of maturity thereofsuch accounts in accordance with and subject to the priorities required by Section 2.7. (id) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for Upon and following the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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 occurrence of a receiverTermination Event, trustee or other similar official for it or any substantial part of its property or (iii) Originator shall the Administrative Agent may take any corporate action to authorize any of permitted under the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d)Transaction Documents. (e) A Change Upon and following the occurrence of Control shall occura Termination Event, the Lender may replace the Servicer with the Backup Servicer or another successor servicer. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each a “Termination Event”) shall occur: (a) Any SPV Entity, any Originator or any Servicer shall fail (i) to make when due any payment or deposit required hereunder to be made by it under this Agreement or any other Transaction Document, and such failure, shall continue unremedied for two (2) Business Days; (b) any representation or warranty made or deemed made by any SPV Entity, any Originator or any Servicer (or any of their respective officers) under or in connection with this Agreement or any other Transaction Document or any information or report delivered by any SPV Entity, any Originator or any Servicer pursuant to this Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when duemade or deemed made or delivered, and such incorrect or untrue representation, warranty, information or report, solely to the extent capable of cure, shall continue unremedied for thirty (ii30) days; (c) any SPV Entity, any Originator or any Servicer shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of under this paragraph (a)) Agreement or any other Transaction Document to (other than any such failure which it is would constitute a party Termination Event under another clause set forth in this definition of “Termination Event”), and such failure failure, solely to the extent capable of cure, shall continue unremedied for thirty (30) days; (d) this Agreement or any security interest granted pursuant to this Agreement or any other Transaction Document shall for any reason cease to create, or for any reason cease to be, a valid and enforceable first priority perfected security interest in favor of the Administrative Agent with respect to the Sold Assets or Pledged Collateral, free and clear of any Adverse Claim; (e) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any SPV Entity, any Originator or any Servicer or their respective debts, or of a substantial part of their respective assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of an administrator, monitor, receiver, interim receiver, receiver/manager, trustee, custodian, sequestrator, conservator or similar official for any SPV Entity, any Originator or any Servicer or for a substantial part of their respective assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (f) any SPV Entity, any Originator or any Servicer shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of any proceeding or petition described in clause (e) of this Section 9.01, (iii) apply for or consent to the appointment of an administrator, monitor, receiver, interim receiver, receiver/manager, trustee, custodian, sequestrator, conservator or similar official for itself or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors, or the board of managers (or similar governing body) of any SPV Entity, any Originator or any Servicer (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to above in this clause (f) or clause (e) of this Section 9.01; (g) a Capital Coverage Deficit shall occur, and shall not have been cured within three (3) consecutive Business Days.Days following any SPV Entity’s or any Servicer’s actual knowledge or receipt of notice thereof; (bh) Any representation, warranty, certification or statement made by Originator in this Agreementany Seller, any other Transaction Document Originator or any Servicer fails to make any payment (whether of principal or interest) in respect of any other document delivered pursuant hereto or thereto Material Indebtedness when and as the same shall prove to have been incorrect in any material respect when made or deemed made andbecome due and payable, with respect after giving effect to any representation, warranty or certification relating to the particular character period of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold grace specified for such payment in the preceding clause shall not be applicable with respect to any representation agreement or warranty which itself contains a materiality threshold.instrument governing such Material Indebtedness; (ci) Failure of Originator to pay any event or condition exists under any Material Indebtedness of the any SPV Entity, any Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause Servicer that causes such Material Indebtedness to become due prior to its stated maturity; scheduled maturity or any event or condition exists and continues without waiver or remedy for a period of 30 days that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness of Originator shall be declared or any trustee or agent on its or their behalf to be due and payable cause such Material Indebtedness to become due, or required to be prepaid (other than by a regularly scheduled payment) require the prepayment, repurchase, redemption or defeasance thereof, prior to the date of maturity thereof. its scheduled maturity; provided that no Termination Event shall arise under this clause (i) Originator shall generally not pay its debts due to (i) any secured Material Indebtedness becoming due solely as a result of the voluntary sale or transfer of the assets securing 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; Material Indebtedness or (ii) any proceeding shall be instituted by or against Originator 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 Material Indebtedness that becomes due as a result of a receiverrefinancing thereof, trustee in each case, so long as such Material Indebtedness is paid or other similar official for it or any substantial part otherwise satisfied as a result thereof within two Business Days of its property or when due; (iiij) Originator shall take any corporate action to authorize any of the actions set forth following shall occur: (A) the average Default Ratios for any three consecutive Fiscal Months exceeds 6.004.25%; (B) the average Delinquency Ratios for any three consecutive Fiscal Months exceeds 20.0017.50%; (C) the average Dilution Ratios for any three consecutive Fiscal Months exceeds 6.004.50%; or (D) the Days’ Sales Outstanding exceeds 8070 days; (k) any SPV Entity shall be required to register as an “investment company” within the meaning of the Investment Company Act; (l) any SPV Entity or any Servicer shall fail to deliver an Information Package pursuant to this Agreement, and such failure shall remain unremedied for three (3) Business Days; (m) any material provision of this Agreement or any other Transaction Document shall cease to be in full force and effect (except to the extent resulting from an act or omission of any Purchaser Party or any of their respective Affiliates), or any of the any SPV Entity, any Originator or any Servicer (or any of their respective Affiliates) shall so state in writing; (n) a Change in Control shall occur; (o) Any Servicer shall resign as Servicer other than in accordance with Section 8.01(c); (p) Any SPV Entity (or, in the foregoing clauses case of the Limited Partnership, the general partner thereof) shall fail at any time (other than for ten (10) Business Days following notice of the death or resignation of any Independent Manager) to have an Independent Manager who satisfies each requirement and qualification specified in this Agreement’s definition of “Independent Manager”; (q) 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 SPV Entity, any Originator or any Servicer, or (ii) the PBGC shall file notice of this subsection (d). (ea lien pursuant to Section 4068 of ERISA, Section 303(k) A Change of Control shall occur. (fERISA, or 430(k) One of the Code with regard to any of the assets of any SPV Entity or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution.ERISA Affiliates; (gr) An (i) the occurrence of a Reportable Event; (ii) the adoption of an amendment to a Pension Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (iii) the existence with respect to any Multiemployer Plan of an “accumulated funding deficiency” (as defined in Section 431 of the Code or Section 304 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 Event shall occur with respect to any Pension Plan; (v) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of any SPV Entity or any of its ERISA Affiliates from any Multiemployer Plan; (vi) the receipt by any SPV Entity or any of its ERISA Affiliates from the PBGC or any plan administrator of any notice relating to the intention to terminate any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan; (vii) the receipt by any SPV Entity or any of its 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 or in reorganization within the meaning of Title IV of ERISA; (viii) the occurrence of a prohibited transaction with respect to the Seller or any of its 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 Pension Plan or a Multiemployer Plan which his resulted Plan, with respect to each of clause (i) through (ix), that either individually or could in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (s) a Purchase and Sale Termination Event shall occur under any Purchase and Sale Agreement with respect to all applicable remaining Originators; or (t) one or more judgments or decrees shall be entered against any SPV Entity, any Originator, or any Servicer, or any Subsidiary of any of the foregoing involving in the aggregate a liability (not paid or to the extent not covered by a reputable and solvent insurance company) and such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any period of Originator under Title IV of ERISA to such Pension Plan30 consecutive days, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) and the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time such judgments equals or exceeds $5,000,000; 50,000,000 (or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment solely with respect to any SPV Entity, $15,325); then, and in any such event, the Administrative Agent may (or, at the direction of the Majority Group Agents shall) by notice to the Seller (x) declare the Maturity Date to have occurred (in which case the Maturity Date shall be deemed to have occurred), and (y) declare the Aggregate Capital and all other non-contingent Seller Obligations to be immediately due and payable (in which case the Aggregate Capital and all other non-contingent Seller Obligations shall be immediately due and payable); provided that, automatically upon the occurrence of any event (without any requirement for the giving of notice) described in subsection (e) or (f) of this Section 9.01 with respect to the Seller, the Maturity Date shall occur and the Aggregate Capital and all other non-contingent Seller Obligations shall be immediately due and payable. Upon any such declaration or designation or upon such automatic termination, the Administrative Agent and the other Secured Parties shall have, in addition to the rights and remedies which they may have under this Agreement and the other Transaction Documents, all other rights and remedies provided after default under the UCC, PPSA and under other Applicable Law, which rights and remedies shall be cumulative. Without limiting the foregoing, the Administrative Agent may obtain from any court of competent jurisdiction an order for the appointment of an interim receiver, a receiver, a manager or a receiver and manager of the Canadian Guarantor or of any or all of its withdrawal liability under Pledged Collateral and, by instrument in writing appoint one or more interim receiver, a receiver, a manager or a receiver and manager of the Canadian Guarantor or any or all of its Pledged Collateral with such rights, powers and authority as may be provided for in the instrument of appointment or any supplemental instrument, and remove and replace any such interim receiver, receiver, manager or receiver and manager from time to time. To the extent permitted by Applicable Law, any such interim receiver, receiver, manager or receiver and manager appointed by the Administrative Agent shall (for purposes relating to responsibility for acts or omissions) be considered to be the agent of the Canadian Guarantor and not of the Administrative Agent or any of the other Secured Parties. Any proceeds from liquidation of the Sold Assets and Pledged Collateral shall be applied in the order of priority set forth in Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,0003.01.

Termination Events. The occurrence of any one or more of the following events shall constitute a be Termination EventEvents (“Termination Events”) hereunder: (a) Originator shall fail (i) any failure on the part of the Seller or the Originator duly to make observe or perform in any payment material respect any covenants or deposit required hereunder when due, agreements of the Seller or the Originator set forth in this Agreement or the other Transaction Documents to which the Seller or the Originator is a party (other than those specifically addressed below) or (ii) to perform any breach by the Seller or observe the Originator of any term, covenant representation or agreement hereunder (other than as referred to in clause (i) warranty of this paragraph (a)) the Seller or the Originator under any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have which has a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold Secured Parties and in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure case of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) continues unremedied for a period of this subsection 30 days (dif such failure is capable of being cured) after the earlier to occur of (x) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Seller or the Originator by the Administrative Agent or any Purchaser Agent and (y) the date on which the Seller or the Originator becomes aware thereof; or (b) the occurrence of an Insolvency Event relating to the Seller or the Originator; or (c) a Servicer Default occurs and is continuing (other than a Servicer Default described under Section 6.15(e)., (i) or (j) the sole remedy for which shall be to replace MCG Capital as Servicer); or (i) any Transaction Document, or any Lien granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Seller, the Depositor, the Originator or the Servicer, (ii) the Seller, the Depositor, the Originator, the Servicer or any other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any Lien thereunder, or (iii) any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority perfected security interest; or (e) A Change other than in accordance with Sections 5.1(h) or 5.4(f) hereof, the Originator, the Seller or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of Control shall occur.or to the Credit and Collection Policy in whole or in part that could be reasonably be expected to have a material adverse effect upon the Assets or interest therein of the Trustee, for the benefit of the Secured Parties, without the prior written consent of the Administrative Agent and the Purchaser Agents; or (f) One the Advances Outstanding on any day exceeds the lesser of the Facility Amount and Maximum Availability and such condition continues unremedied for two Business Days or; or (g) the Seller fails to enter into a required Hedge Transaction pursuant to this Agreement, and such failure continues unremedied for five Business Days; or (h) as of any Determination Date, the Average Pool Delinquency Ratio exceeds 4.0%; or (i) as of any Determination Date, the Average Pool Charged-Off Ratio exceeds 2.0%; or (j) as of any Determination Date, the Average Portfolio Charged-Off Ratio exceeds 7.5%; or (k) as of any Determination Date, the Pool Yield does not equal or exceed the Minimum Pool Yield and the same continues unremedied to the following Determination Date; or (l) on any day an Overcollateralization Shortfall exists and the same continues unremedied for two Business Days; or (m) the Seller, the Depositor or the Originator shall be in payment default, after giving effect to any applicable grace or cure period, required by the terms of any agreement for borrowed money to which any such entity is a party for an amount exceeding $1,000,000 in the case of the Seller or the Depositor and $10,000,000 in the case of the Originator; or (n) the rendering of one or more final judgments judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, against the Originator, or $2,000,000 against the Seller, individually or in the aggregate, which is not fully covered by applicable insurance and the Originator or the Seller, as the case may be, shall not have either (i) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be entered against stayed during the pendency of the appeal; or (o) the Seller fails to pay the Aggregate Unpaids on or prior to the Legal Final Maturity Date; or (p) the Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Seller or the Originator and/or and such Lien shall not have been released within five Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of its Subsidiaries on claims not covered by insurance the assets of the Seller or as to which the insurance carrier has denied its responsibility, Originator and such judgment Lien shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution.not have been released within five Business Days; or (gq) An ERISA Event shall occur a regulatory, tax or accounting body has issued a final order that the activities of the Seller contemplated hereby be terminated; or (r) failure on the part of the Seller or the Originator to make any payment or deposit (including without limitation with respect to a Pension Plan Collections) required by the terms of any Transaction Document on the day such payment or Multiemployer Plan which his resulted or could reasonably deposit is required to be expected made and the same continues unremedied for two Business Days; or (s) the Seller shall become required to result in liability register as an “investment company” within the meaning of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan the 40 Act or the PBGC arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 40 Act; or (t) the Seller amends the Trust Agreement without the prior written consent of the Administrative Agent; (u) as of any date of determination, the Diversity Score of the Eligible Loans in an aggregate amount in excess of $5,000,000; the Asset Pool is (i) below 8 and is not increased to 8 or above within 60 days or (ii) is below 6 and is not increased to 8 or above within 30 days; (v) as of any date of determination, the aggregate amount ▇▇▇▇▇’▇ Weighted Average Rating of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; the Eligible Loans in the Asset Pool is greater than 4300 and is not reduced below 4300 within (i) 30 days or (iiiii) Originator or any ERISA Affiliate shall fail 120 days in the event that the ▇▇▇▇▇’▇ Weighted Average Rating is above 4300 due to pay when due, after revisions by ▇▇▇▇▇’▇ in its “Caa1” rating assumption pursuant to clause (ii) of the expiration definition of ▇▇▇▇▇’▇ Weighted Average Rating Factor; or (w) as of any applicable grace perioddate of determination, any installment payment with respect the S&P CDO Evaluator Test is not satisfied and remains unsatisfied for a period of 60 days; provided, that, each of the Servicer and the Administrative Agent reserves the right during such 60 day period to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan request that S&P recalculate and reevaluate the key assumptions utilized in the S&P CDO Evaluator Test, and in the event the Asset Pool achieves an aggregate amount in excess of $5,000,000“A” rating by S&P at such time then the foregoing Termination Event shall be deemed cured.

Termination Events. The occurrence of any one or more Each of the following events or occurrences described in this Section 9.1 shall constitute a “Termination Event:” (each event which with notice or the passage of time or both would become a Termination Event being referred to herein as a “Potential Termination Event”): (a) the Amortization Date shall have occurred; (b) any Originator shall fail (i) to make when due any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of be made by such Originator under this paragraph (a)) Agreement or any other Transaction Basic Document to which it is a party and such failure shall continue remain unremedied for three two (32) consecutive Business Days.; (bc) Any representation, warranty, certification any representation or statement warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document Agreement or in any other document delivered pursuant hereto Basic Document to which such Originator is a party or thereto in any other written information or report (insofar as pertaining to such Originator) by the Buyer or the Servicer to the Agent shall prove to have been be untrue or incorrect in any material respect when made or deemed made and, with respect to any representationif capable of correction, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable corrected within thirty (30) days after any Senior Officer of such Originator has knowledge thereof or after written notice of such failure shall have been given by the Agent to the Buyer and the Servicer; provided that, if such breach is incapable of being cured, such thirty (30) day grace period shall not apply; and provided, further that if any breach described above is cured in the manner provided in Section 4.5, or by the Originator’s making of an indemnification payment under Section 10.1 on account of such breach, in each case in accordance with respect this Agreement (and as and to any representation or warranty which itself contains the extent permitted under the RLSA), such breach shall not constitute a materiality threshold.Termination Event; (cd) Failure of any Originator shall fail to pay perform or observe any Material Indebtedness of Originator when due; or the default by Originator in the performance of any other term, provision covenant or condition agreement contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; this Agreement or any such Material Indebtedness of Originator shall be declared other Basic Document to which it is a party on its part to be due performed or observed and payable such continues unremedied for more than thirty (30) days after any Senior Officer of such Originator has knowledge thereof or required to be prepaid (other than after written notice of such failure shall have been given by a regularly scheduled payment) prior the Agent to the date of maturity thereof. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for Buyer and the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d).Servicer; (e) A Change any Event of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event Bankruptcy shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000any Originator; or (iif) the aggregate amount Buyer (and not the Servicer), upon the occurrence and during the continuation of Unfunded-Pension Liability a “Termination Event” under that certain Receivables Purchase and Sale Agreement, dated as of the Amendment Effective Date, among all Pension Plans at any Volt Consulting Group Limited, Volt Europe Limited, Volt and the Buyer (as amended, restated, supplemented or otherwise modified from time exceeds $5,000,000; or to time, the “UK RPSA”), shall have declared the Purchase Facility (iiias defined in the UK RPSA) Originator or any ERISA Affiliate shall fail to pay when due, after terminated as provided in Section 9.2(a) of the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000UK RPSA.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) an Insolvency Event with respect to the Transferor, the Servicer, ▇▇▇▇▇ (whether or not ▇▇▇▇▇ shall then be the Servicer), any Other TMUS Originator or the Guarantor shall fail have occurred; (b) default in the payment of any Yield owing to any Funding Agent or Owner pursuant to Section 2.8 of this Agreement when the same becomes due and payable and such default shall continue for a period of five (5) Business Days; (c) default in the payment of any outstanding Net Investment on the Final Payment Date, if and to the extent not previously paid; (d) default in the performance or observance of (i) to make any payment covenant or deposit required hereunder when dueagreement of the Transferor made in this Agreement for the benefit of the Administrative Agent, the Funding Agents or the Owners (other than a covenant or agreement, a default in the performance or observance of which is elsewhere in this Section 7.1 specifically dealt with), or (ii) to perform any representation or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) warranty of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement the Transferor made by Originator in this AgreementAgreement for the benefit of the Administrative Agent, any other Transaction Document the Funding Agents or in any other document delivered pursuant hereto or thereto shall prove the Owners proving to have been incorrect in any material respect as of the time when made the same shall have been made, which default or deemed made andinaccuracy, with respect to any representationas applicable, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material has an Adverse Effect on the Receivables as a whole; provided that Administrative Agent, the materiality threshold Funding Agents or the Owners and continues unremedied for sixty (60) days after the date on which written notice of such failure or inaccuracy, shall have been given in writing to an Authorized Officer of the preceding clause shall not be applicable with respect to any representation Transferor by the Administrative Agent or warranty which itself contains a materiality threshold.the Funding Agents; (ce) Failure failure on the part of Originator to pay ▇▇▇▇▇, any Material Indebtedness of Originator when due; Other TMUS Originator, the Transferor or the default Servicer to make any payment, transfer or deposit required by Originator in the performance terms of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governedthis Agreement, the effect of which Conveyancing Agreement or the Sale Agreement on or before the date such payment, transfer or deposit is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator shall be declared to be due and payable or required to be prepaid made herein or therein and such failure shall continue for a period of five (other than 5) Business Days after written notice to an Authorized Officer of ▇▇▇▇▇, the Servicer or the Transferor, or actual knowledge by an Authorized Officer of ▇▇▇▇▇, the Servicer or the Transferor; (f) the Transferor is required to register as an investment company under the Investment Company Act; (g) a regularly scheduled paymentbreach of any covenant of the Transferor or, ▇▇▇▇▇ or any Other TMUS Originator in this Agreement, the Conveyancing Agreement or the Sale Agreement, as applicable, which breach (i) prior to has an Adverse Effect on the interest of any Funding Agent or any Owner and (ii) continues for a period of thirty (30) days after the date on which written notice of maturity thereof.such breach, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of the Transferor or ▇▇▇▇▇, ▇▇▇▇▇ or, if applicable, the applicable Other TMUS Originator, as applicable, or after discovery of such breach, requiring the same to be remedied, by an Authorized Officer of the Transferor or ▇▇▇▇▇, ▇▇▇▇▇ or, if applicable, the applicable Other TMUS Originator, as applicable; (h) as of any date of determination, an Asset Base Deficiency exists, and such condition continues unremedied for a period of sixty (60) consecutive days; (i) Originator all of the following conditions shall generally have occurred: (A) a Termination Notice shall have been delivered to the Servicer by the Administrative Agent pursuant to Section 6.6(a) of this Agreement, and (B) a Successor Servicer shall not pay its debts as have been appointed and assumed the servicing of the Transferred Receivables pursuant to a servicing agreement reasonably acceptable to the Required Owners by the date which is sixty (60) days after the date on which such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment Servicer Default initially occurred; (j) the Administrative Agent (for the benefit of creditors; or (iithe Owners) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when duehave a first priority perfected security interest in a material portion of the Transferred Assets. For the avoidance of doubt, the five (5) Business Day grace period provided for in the Termination Events described in paragraphs (b) and (d) above shall run contemporaneously with the comparable five (5) Business Day grace period relating to the comparable covenant or obligation of the Transferor or the Servicer, as applicable, to pay, transfer or deposit funds in this Agreement, the Conveyancing Agreement or the Sale Agreement. The Transferor shall deliver to the Administrative Agent, promptly, but in any event within five (5) days after the expiration occurrence of any applicable grace periodTermination Event, any installment payment written notice in the form of an Officer’s Certificate of the Transferor of such Termination Event, its status and what action the Transferor is taking or proposes to take with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000thereto.

Termination Events. The occurrence of any one or more of the following events shall constitute a 6.1 Originator Termination Event:Events (a) an Originator shall fail (i) to make pay any payment or deposit required amount due hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party accordance with the provisions hereof and such failure shall continue unremedied for three a period of five Business Days from the earlier to occur of (3i) consecutive Business Days.the date upon which a Responsible Officer of an Originator obtains actual knowledge of such failure or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to such Originator by the Purchaser or the Trustee or (B) to the Purchaser, to the Trustee and to such Originator by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount; or (b) Any representationan Originator shall fail to observe or perform any other covenant or agreement applicable to it contained herein (other than as specified in sub-clause (a) of this Clause 6.1) that has a Material Adverse Effect with respect to it and that continues unremedied until ten (10) Local Business Days after the date on which written notice of such failure, warrantyrequiring the same to be remedied shall have been given (A) to such Originator by the Purchaser or the Trustee or (B) to the Purchaser, certification to the Trustee and to the Originator by holders of Investor Certificates evidencing 25% or statement more of the Aggregate Invested Amount, provided that if such failure may be cured and the Originator is diligently pursing such cure, such event shall not constitute an Originator Termination Event for an additional thirty (30) days; or (c) any representation or warranty made by an Originator in this Agreement, any other Transaction Document Agreement or in any other document certificate delivered pursuant hereto or thereto to this Agreement shall prove to have been incorrect in any material respect when made or deemed made andmade, with respect and which continues unremedied until ten (10) Local Business Days after the date on which written notice thereof, requiring the same to any representationbe remedied, warranty shall have been given (A) to such Originator by the Purchaser or certification relating the Trustee or (B) to the particular character Purchaser, to the Trustee and to the Originator by holders of any one Investor Certificates evidencing 25% or more Receivablesof the Aggregate Invested Amount, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that if such incorrectness may be cured and the materiality threshold in the preceding clause Originator is diligently pursuing such cure, such event shall not constitute an Originator Termination Event for an additional thirty (30) days and provided further that an Originator Termination Event shall not be applicable with respect deemed to have occurred under this sub-clause (c) based upon a breach of any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in Clause 3.3 if the foregoing clauses (i) or (ii) Originator shall have complied with the provisions of this subsection Clause 2.8 in respect thereof; or (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims not covered by insurance or has been terminated as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur Local Servicer with respect to the Receivables originated by it, and not replaced as a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability Local Servicer by an affiliate of Originator Huntsman International, following a Master Servicer Default under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000Servicing Agreement.

Termination Events. The occurrence of If any one or more of the following events ------------------ (each, a "TERMINATION EVENT") shall constitute a Termination Eventoccur and be continuing: (a) Originator shall fail (i) to make the Seller shall default in the payment of any payment or deposit required amount owed by it hereunder when dueand such failure shall remain unremedied for one Business Day, or (ii) the Seller shall fail to perform or observe any other term, covenant or agreement hereunder (other than as referred to contained in clause (i) of this paragraph (a)) Agreement or any other Transaction Document to which it is a party the Related Documents and such failure shall continue remain unremedied for three five Business Days after written notice of any such failure described in this clause (3ii) consecutive Business Days.shall have been given by the Operating Agent or the Collateral Agent to the Seller; or (b) Any representationa default has occurred (and any applicable grace period has elapsed) and be continuing under any instrument or agreement evidencing, warrantysecuring or providing for the issuance of Debt of the Parent, certification the Originator or statement made the Seller and such default has not been waived by Originator in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholenon-defaulting party; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.or (c) Failure of the Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator Seller shall generally not pay any of its debts respective Debts as such debts Debts become due due, or shall admit in writing its inability to pay its debts generally Debts generally, or shall make a general assignment for the benefit of creditors; , or (ii) any proceeding shall be instituted by or against the Originator or the Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or any of its debts Debts under any law relating to bankruptcy, insolvency or insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee trustee, custodian or other similar official for it or for any substantial part of its property property, or any of the actions sought in such proceeding (iiiincluding, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur, or the Originator or the Seller shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection subsection; or (d). (e) A Change of Control shall occur. (f) One judgments or more final judgments orders for the payment of money (other than such judgments or orders in an aggregate amount respect of which adequate insurance is maintained for the payment thereof) in excess of $10,000,000, individually or 250,000 in the aggregate, shall be entered aggregate against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate of the Originator shall fail to pay when dueremain unpaid, after unstayed on appeal, undischarged, unbonded or undismissed for a period of 30 days or more; or (e) a judgment or order for the expiration payment of money is rendered against the Seller; or (f) there is a material breach of any applicable grace period, any installment payment with respect to its withdrawal liability under of the representations and warranties of the Seller set forth in Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.4.01; or

Termination Events. The occurrence of any one or more Each of the following events shall constitute a "Termination Event: (a) Originator shall fail ": (i) failure by the Borrower to (A) make any payment payment, transfer or deposit required hereunder when dueby the terms of any Basic Document on the day such payment, transfer or deposit is required to be made (including any payment of Interest, Program Fees or Unused Commitment Fees on any Payment Date but excluding payments of any Loans Outstanding), or (B) deliver the Monthly Report on the Reporting Date, and in each case, such failure continues unremedied for two Business Days; (ii) failure of the Borrower to pay in full the Loans Outstanding by the Payment Date occurring in the 90th month following the expiration of the latest Commitment Termination Date or to pay any Monthly Principal Payment Amount when the same becomes due and payable pursuant to the terms of the Basic Documents and such failure continues unremedied for one Business Day; (iii) any failure by the Borrower, the Seller or the Performance Guarantor duly to observe or perform or observe any term, other covenant or agreement hereunder of the Borrower, the Seller or the Performance Guarantor, respectively, set forth in this Agreement or the other Basic Documents to which the Borrower, the Seller or the Performance Guarantor, respectively, is a party , which failure materially and adversely affects the rights or interests of the Secured Parties and such failure remains unremedied for 30 days after the earlier of knowledge thereof by the Borrower, the Seller or the Performance Guarantor, as applicable, or after the date on which written notice of such failure shall have been given by the other parties or by the Administrative Agent to the Borrower, the Seller or the Performance Guarantor, as applicable; 124 149194398v7 (other than as referred to iv) any representation or warranty made by the Borrower, the Seller or the Performance Guarantor in clause (i) of this paragraph (a)) or any other Transaction Basic Document to which it is a party or in any Funding Request, Monthly Report, Quarterly Report or other report, certificate or notice delivered pursuant to any Basic Document to which it is a party, shall prove to have been false or otherwise incorrect in any respect when made, deemed made or delivered, which such false or incorrect representation, warranty or information materially and adversely affects the rights or interests of the Secured Parties and, if able to be cured, shall not have been cured for 30 days after the earlier of the date on which the Borrower, the Seller, or the Performance Guarantor, as applicable, first has knowledge thereof or the date on which written notice of such failure shall have been given to the Borrower, the Seller, or the Performance Guarantor, as applicable; provided, that no Termination Event shall have occurred under this clause for breaches of representations or warranties that are cured by the repurchase of the related Receivable pursuant to Section 5.04 hereof; (v) an Insolvency Event shall occur with respect to the Borrower, the Seller or the Performance Guarantor; (vi) the Administrative Agent shall fail for any reason to have a valid, first priority perfected security interest in all, or any material portion of, the Collateral, which failure shall not have been cured for ten days after the earlier of the date on which the Borrower or DFC first has knowledge thereof or the date on which written notice of such failure shall have been given to the Borrower or DFC; (vii) (A) one or more final nonappealable judgments shall be entered against the Borrower, the Seller or the Performance Guarantor by one or more courts of competent jurisdiction assessing monetary damages, individually or in the aggregate over any calendar year, in excess of $25,000, $1,000,000 or $1,000,000, respectively; or (B) one or more monetary settlements shall be entered into by the Borrower, the Seller or the Performance Guarantor with any Person, individually or in the aggregate over any calendar year, in excess of $25,000, $1,000,000 or $1,000,000 respectively; (C) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower, the Seller or the Performance Guarantor and such Lien shall not have been released within 30 days; or (iv) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, the Seller or the Performance Guarantor and such Lien shall not have been released within 30 days; (viii) the Borrower, the Seller or the Performance Guarantor shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $0 or greater (with respect to the Borrower) or $10,000,000 or greater (with respect to the Seller or the Performance Guarantor), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue for three (3) consecutive Business Days. (b) Any representationafter the applicable grace period, warrantyif any, certification specified in the agreement or statement made by Originator in this Agreement, instrument relating to such Indebtedness; or any other Transaction Document default under any agreement or in instrument relating to any such Indebtedness of the Borrower, the Seller, or the Performance Guarantor, as 125 149194398v7 applicable, or any other document delivered pursuant hereto event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, instrument if the effect of which such default or event is to cause accelerate, or to permit the acceleration of, the maturity of such Material Indebtedness to become due prior to its stated maturityIndebtedness; or any such Material Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the date of stated maturity thereof. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.;

Termination Events. The occurrence of In the event that any one or more of the following events (each, a "TERMINATION EVENT") shall constitute a Termination Eventhave occurred: (a) Originator shall fail (i) the failure of the Transferor, the Servicer or the Trustee to make any a deposit, payment or deposit withdrawal required hereunder or under any Related Document (determined without regard to the failure of the Servicer to deliver any statement or certificate required hereunder or under the Supplement in order for such deposit, payment or withdrawal to be made) when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than and as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party required and such failure shall continue continues for three (3) consecutive five Business Days.; PROVIDED that the failure of the Transferor to make additional payments pursuant to subsection 2.4(a) or 2.4(b) or Section 2.5 hereof shall not constitute a Termination Event unless such failure continues after the last Business Day of the Monthly Period which follows the Monthly Period in which the Transferor received a request for such payment pursuant to such subsection; (b) Any representation, warranty, certification any representation or statement warranty made by Originator in this Agreement, any other Transaction Document herein or in any other document delivered pursuant hereto connection with this Agreement by the Transferor, the Servicer or thereto the Trustee shall prove to have been incorrect in any material respect when made made, and continues to be incorrect in any material respect for a period of sixty (60) days after receipt of written notice thereof, requiring the same to be remedied, by the Transferors and the Servicer from the Agent and as a result the interests of the Class B Purchasers or deemed made andany other them are and continue to be materially and adversely affected; (c) the failure by the Transferor or the Servicer or, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could if such failure is reasonably be expected to have a Material Adverse Effect material adverse effect on the Receivables Class B Investors, by the Trustee, to duly observe or perform any term or provision of this Agreement (except as a whole; provided that described in clause (a) above) which is not cured within 60 days after written notice of such failure is given to the materiality threshold in defaulting party by the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.Agent; (cd) Failure the occurrence (whether occurring before or after the commencement of Originator to pay any Material Indebtedness an Amortization Period) of Originator when due; a Trust Pay Out Event, a Series 1997-1 Pay Out Event or a Servicer Default, or the default by Originator in the performance occurrence of any term, provision an event or condition contained in any agreement under which any would be a Trust Pay Out Event, a Series 1997-1 Pay Out Event or a Servicer Default but for a waiver of or failure to declare or determine such Material Indebtedness was created or is governed, event by the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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 Certificateholders or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d).Trustee; or (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000Commitment Expiration Date; THEN, individually or in the aggregateevent of a Termination Event described in any of clauses (a) through (d) above, in addition to any other rights or remedies of the Class B Purchasers hereunder or under any Related Documents, (A) the Administrative Agent, at the direction of the Required Class B Owners and of the Required Class B Purchasers (and without regard to whether a similar direction shall have been given pursuant to the Class A Certificate Purchase Agreement) in their discretion, shall be entered against Originator deliver a Reserve Account Increase Notice to the Servicer as contemplated by the Supplement, and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (iiB) the aggregate amount Administrative Agent, at the direction of Unfundedthe Required Class B Owners and of the Required Class B Purchasers (and without regard to whether a similar direction shall have been given pursuant to the Class A Certificate Purchase Agreement) in their discretion, shall deliver a notice to the Trustee and the Servicer that such Termination Event has occurred and directing that such Termination Event constitute a Series 1997-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or 1 Pay Out Event under subsection 10(g) of the Supplement. In the event that a Termination Event described in clause (iiie) Originator or any ERISA Affiliate above shall fail have occurred, the Agent shall give notice thereof to pay when duethe Administrative Agent, after which shall, without further direction, deliver prompt notice to the expiration Trustee and the Servicer that such Termination Event has occurred and directing that such Termination Event constitute a Series 1997-1 Pay Out Event under subsection 10(g) of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000the Supplement.

Termination Events. The occurrence of any one or more (a) Each of the following events shall constitute a “Termination Event”: (ai) Originator shall fail a default in the payment of any Monthly Interest Payment Amount on any Payment Date and such default continues unremedied for a period of two Business Days or more; (ii) a default in the payment of the Loan Balance on the Final Scheduled Payment Date or on a Payment Date fixed for optional prepayment of the Loans pursuant to Section 2.06; (iii) the occurrence of a Level II Trigger Event; (iv) a failure on the part of the Borrower to make any payment, transfer or deposit required by the terms of any Basic Document (other than as set forth in clauses (i) to make any and (ii) above) on the day such payment or deposit is required hereunder when dueto be made, which default or failure continues unremedied for three Business Days after the earlier of (i) receipt of written notice of such failure by the Borrower from the Administrative Agent or any Lender or (ii) discovery of such failure by a Responsible Officer of the Borrower; (v) a failure by the Borrower to duly to perform or observe any term, covenant or agreement hereunder of the Borrower contained in this Agreement or any other Borrower Basic Document and such failure remains unremedied for 30 calendar days (other than or such longer period not in excess of 60 days as referred may be reasonably necessary to in clause remedy that failure; provided that such failure is capable of remedy within 60 days) after the earliest to occur of (i) discovery by a Responsible Officer of the Borrower, (ii) the date such Responsible Officer should have discovered such failure and (iii) receipt of a written notice of such failure from the Administrative Agent, any Lender, a Responsible Officer of the Collateral Custodian or a Responsible Officer of the Backup Servicer; (vi) any representation, warranty or certification made or deemed to be made by the Borrower under this paragraph (a)) Agreement or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representationBorrower Basic Document, warranty, certification or statement made by Originator in this Agreementany Monthly Report, any Monthly Loan Tape or other Transaction Document information required to be given by the Borrower or in the Servicer to the Administrative Agent or any other document delivered pursuant hereto or thereto Lender, shall prove to have been false or incorrect in any material respect when made or deemed made andor delivered, with respect and which remains unremedied for 30 calendar days after the earlier to occur of (A) discovery by a Responsible Officer of the Borrower and (B) receipt of a written notice of such failure from the Administrative Agent or any Lender; (vii) the occurrence of an Insolvency Event (which, if involuntary, remains unstayed for more than 45 days) relating to any representationRegional Management Entity; (viii) a Servicer Termination Event shall have occurred; (ix) the Borrower shall become (A) an “investment company” within the meaning of the Investment Company Act or relies solely on the exemption from the definition of “investment company” in Section 3(c)(1) or 3(c)(7) of the Investment Company Act (although other exemptions may be available) or the arrangements contemplated by the Basic Documents shall require the Borrower to register as an “investment company” within the meaning of the Investment Company Act or (B) a “covered fund” for purposes of the ▇▇▇▇▇▇▇ Rule; (x) a regulatory, warranty tax or certification relating to accounting body has ordered that the particular character activities of the Borrower or any Affiliate of the Borrower contemplated hereby be terminated or, as a result of any one other event or more Receivablescircumstance, could the activities of the Borrower or any Affiliate of the Borrower contemplated hereby may reasonably be expected to have a Material Adverse Effect on cause the Borrower or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; (xi) any material adverse change in the operations of the Servicer, Regional Management, the Borrower or any other event which materially affects the ability of the Servicer, Regional Management or the Borrower to either collect the Receivables as or to perform its obligations under any Basic Document to which it is a whole; provided that party; (xii) the materiality threshold in IRS shall file notice of a Lien pursuant to Section 6323 of the preceding clause Code with regard to any assets of the Borrower or Regional Management and such lien shall not be applicable with respect to have been released within five Business Days after the earlier of the Borrower or Regional Management having actual knowledge thereof or written notice thereof from the Administrative Agent or any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; Lender, or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator Pension Benefit Guaranty Corporation 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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 file notice of a receiver, trustee or other similar official for it or any substantial part Lien pursuant to Section 4068 of its property or (iii) Originator shall take any corporate action ERISA with regard to authorize any of the actions set forth in assets of the foregoing clauses (i) Borrower or (ii) Regional Management and such Lien shall not have been released or stayed within 30 days after the earlier of this subsection (d).the Borrower or Regional Management having actual knowledge thereof or written notice thereof from the Administrative Agent or any Lender; (exiii) A the Administrative Agent shall fail for any reason to have a first priority perfected security interest in any material portion of the Collateral (subject to Permitted Liens), which failure shall continue for five Business Days after the earlier of the Borrower or the Servicer having actual knowledge thereof or the Borrower or the Servicer having received written notice thereof from the Administrative Agent or any Lender; (xiv) a Change of in Control shall occur.; (fxv) One the Servicer, Regional Management or the Borrower shall enter into any transaction or merger whereby it is not the surviving entity or the Borrower shall enter into any merger; (xvi) an event of default occurs, or an event occurs which, with the giving of notice or the passage of time or both, would constitute an event of default, under any agreement of any Regional Management Entity in connection with any Indebtedness of $1,000,000 or more (in the case of the Borrower), or $5,000,000 or more (in the case of Regional Management or any of its Subsidiaries other than the Borrower, which for the avoidance of doubt shall not include events of termination or similar events under financing agreements entered into by Subsidiaries that are structured as special purpose entities, provided that no events of termination or similar events occur under such financing agreements other than due to actions or activities of such Subsidiaries; (xvii) any of Regional Management, any Originator or the Borrower shall (A) have one or more final nonappealable judgments for entered against it by a court of competent jurisdiction in excess of, in the payment aggregate, in the case of money (1) Regional Management or Regional Management and all Originators, $5,000,000, (2) any Originator, $5,000,000, or (3) the Borrower, $1,000,000, in an aggregate amount each case which judgment(s) shall not have been discharged or stayed within 30 days, (B) enter into one or more settlements in excess of, in the aggregate, in the case of (1) Regional Management or Regional Management and all Originators, $20,000,000, (2) any Originator, $5,000,000, or (3) the Borrower, $1,000,000 or (C) have a penalty or fine assessed against it by any Governmental Authority in excess of $10,000,000, individually ; or (xviii) any Basic Document shall cease to be in full force and effect (other than in accordance with its terms) or any Regional Management Entity shall so assert in the aggregate, shall be entered against Originator and/or writing or otherwise seek to terminate or disaffirm its obligations under any of its Subsidiaries 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 twenty (20) consecutive days without a stay of executionBasic Document. (gb) An ERISA Upon the occurrence of any Termination Event, the Administrative Agent shall, at the request, or may with the consent, of the Required Lenders, by notice to the Borrower (with a copy to the Collateral Custodian and the Account Bank), declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and, upon such declaration, the Loans and all other amounts owing by the Borrower under this Agreement shall be accelerated and become immediately due and payable; provided, that in the event that a Termination Event described in Section 10.01(a)(ii) or 10.01(a)(vii) has occurred, the Termination Date shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Planautomatically occur, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator without demand, protest or any ERISA Affiliate shall fail to pay when due, after the expiration notice of any applicable grace periodkind, any installment payment with respect to its withdrawal liability under Section 4201 all of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000which are hereby expressly waived by the Borrower.

Termination Events. The occurrence of If any one or more of the following events (“Termination Events”) shall constitute a Termination Eventoccur: (a) Originator the Borrower or any other Transaction Party shall fail (i) to make when due any payment or deposit of principal required hereunder when due, or any other Transaction Document or (ii) to make when due any payment of interest, fees or other amounts required hereunder and such failure continues for three (3) Business Days; (b) any Transaction Party shall fail to perform or observe any term, covenant or agreement hereunder (i) set forth in Article 6 hereunder, (ii) set forth in Section 5.01(e), (f) and (g) or Section 5.02(a) and such failure shall remain unremedied for five (5) Business Days following the earlier to occur of (A) written notice thereof by the Administrative Agent to the Servicer or the Borrower, as applicable, or (B) the Servicer’s or the Borrower’s actual knowledge of such failure or (iii) otherwise set forth in the Transaction Documents (other than as referred to in clause clauses (i) and (ii) of this paragraph (a)b) or any other Transaction Document to which it is a party otherwise in this Article 7) and such failure shall continue remain unremedied for three ten (310) consecutive Business Days.Days following the earlier to occur of (A) written notice thereof by the Administrative Agent to the Servicer or the Borrower, as applicable, or (B) the Servicer’s or the Borrower’s actual knowledge of such failure; (bc) Any any representation, warranty, certification or statement made by Originator any Transaction Party in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.made; (cd) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator any Transaction 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 Originator such Transaction Party 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 for a substantial part of its property (and in the case of an involuntary proceeding, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered), or (iiiii) Originator any Transaction Party shall take any corporate action to authorize any of the actions set forth in the foregoing clauses clause (i) or (ii) of above in this subsection (d).; (e) A Change As at the end of Control any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall occur.exceed 3.50% at any time; (ii) the average of the Dilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 12.00% at any time; or (iii) the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 3.50% at any time; (f) One any Originator shall for any reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the Borrower, as purchaser under the Sale Agreement, or any “Servicer Event of Default” or “Potential Servicer Event of Default” shall occur under the Sale Agreement; (g) a Change in Control shall occur; (h) the Performance Undertaking shall cease to be effective (other than in accordance with its terms) 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; (i) one or more final judgments shall be entered against any Originator, the Performance Guarantor or any of its subsidiaries for the payment of money in an the aggregate amount in excess of $10,000,00010,000,000 or more, individually or the equivalent thereof in the aggregateanother currency, shall be entered against Originator and/or any of its Subsidiaries 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 twenty thirty (2030) consecutive days without a stay of execution.execution or bond to secure appeal; (gj) An any Transaction Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; (k) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (k) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; provided, further, for the avoidance of doubt, the existence of any right or option of any holder of any convertible Indebtedness to convert any Indebtedness represented thereby into equity interests of the Company and/or any cash settlement (including in respect of fractional shares) in connection with such conversion or the conversion of such Indebtedness shall not constitute a Termination Event under this clause (k); (l) [Reserved]; (m) an ERISA Event shall occur have occurred that, in the reasonable opinion of the Required Lenders, when taken together with respect to a Pension Plan or Multiemployer Plan which his resulted or all other ERISA Events that have occurred, could reasonably be expected to result in liability a Material Adverse Effect; (n) the security interest granted pursuant to Article 10 shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby (other than any immaterial portion of Originator the Collateral), except as permitted by the terms of this Agreement, or this Agreement shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Transaction Document; provided that no Event of Default shall occur under Title IV this clause (n) as a result of ERISA any loss of perfection or priority caused by the failure of the Administrative Agent to file UCC continuation statements; (o) any material provision of any of the Transaction Documents for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Transaction Party shall challenge the enforceability of any of the Transaction Documents or shall assert in writing, or engage in any action or inaction based on any such Pension Planassertion, that any provision of any of the Transaction Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); (p) [Reserved]; (q) an Availability Shortfall exists at any time and the Borrower has not repaid or cash collateralized the amount of such Multiemployer Plan or Availability Shortfall within one Business Day of written notice in accordance with Section 2.08; (r) Consolidated EBITDA of the PBGC in an aggregate Company and its subsidiaries for any four consecutive fiscal quarter period ending on the date set forth below is less than the amount in excess of $5,000,000; set forth opposite such period: September 30, 2011 $ 125,000,000 December 31, 2011 $ 125,000,000 March 31, 2012 $ 160,000,000 June 30, 2012 $ 160,000,000 September 30, 2012 $ 210,000,000 December 31, 2012 $ 250,000,000 March 31, 2013 $ 275,000,000 June 30, 2013 $ 325,000,000 September 30, 2013 $ 370,000,000 December 31, 2013 $ 415,000,000 March 31, 2014 $ 450,000,000 June 30, 2014 $ 475,000,000 September 30, 2014 $ 495,000,000 December 31, 2014 $ 495,000,000 (iis) the aggregate amount of Unfunded-Pension Liability among all Pension Plans Capital Expenditures of the Company and its subsidiaries on a consolidated basis during any period set forth below exceeds the amount set forth opposite such period: For the two consecutive fiscal quarters ending December 31, 2011 $ 90,000,000 For the four consecutive fiscal quarters ending December 31, 2012 $ 200,000,000 For the four consecutive fiscal quarters ending December 31, 2013 $ 250,000,000 For the four consecutive fiscal quarters ending December 31, 2014 $ 355,000,000 ; provided that: (i) the amount of “Maximum Capital Expenditures” set forth in the table above in respect of any “Period” in such table (a “Period”) shall be decreased by the aggregate amount of Indebtedness incurred by the Company or any subsidiary of the Company in reliance on Section 6.01(e) of the YRCW Amended Term Loan during such Period; (ii) notwithstanding anything to the contrary contained above, to the extent that the aggregate amount of Capital Expenditures made by the Company and its subsidiaries (plus the aggregate amount of Indebtedness incurred as described in the foregoing clause (i)) in any Period that reduced the amount of Capital Expenditures that could be made in such Period pursuant to the table above (but disregarding any Capital Expenditures made in reliance on any Rollover Amount utilized during such year) is less than the maximum amount set forth in the table above, fifty percent (50%) of the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal year (with such Rollover Amount deemed utilized first in such succeeding fiscal year); and (iii) in addition to the Capital Expenditures permitted pursuant to the preceding paragraphs of this clause (s), the Company and its subsidiaries may make additional Capital Expenditures at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount not to exceed the portion, if any, of the Available Basket Amount (as defined in excess the YRCW Amended Term Loan) on the date of $5,000,000.such Capital Expenditure that the Company elects to apply to this clause (s), so long as no Termination Event has occurred and is continuing or would result therefrom;

Termination Events. The occurrence of any one or more Each of the following events or occurrences described in this Section 9.1 shall constitute a “Termination Event:” (each event which with notice or the passage of time or both would become a Termination Event being referred to herein as a “Potential Termination Event”): (a) the Amortization Date shall have occurred; (b) any Originator shall fail (i) to make when due any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of be made by such Originator under this paragraph (a)) Agreement or any other Transaction Basic Document to which it is a party and such failure shall continue remain unremedied for three two (32) consecutive Business Days.; (bc) Any representation, warranty, certification any representation or statement warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Document Agreement or in any other document delivered pursuant hereto Basic Document to which such Originator is a party or thereto in any other written information or report (insofar as pertaining to such Originator) by the Buyer or the Servicer to the Agent shall prove to have been be untrue or incorrect in any material respect when made or deemed made and, with respect to any representationif capable of correction, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable corrected within thirty (30) days after any Senior Officer of such Originator has knowledge thereof or after written notice of such failure shall have been given by the Agent to the Buyer and the Servicer; provided that, if such breach is incapable of being cured, such thirty (30) day grace period shall not apply; and provided, further that if any breach described above is cured in the manner provided in Section 4.5, or by the Originator’s making of an indemnification payment under Section 10.1 on account of such breach, in each case in accordance with respect this Agreement (and as and to any representation or warranty which itself contains a materiality threshold.the extent permitted under the RLSA), such breach shall not constitute an Event of Default; (cd) Failure of any Originator shall fail to pay perform or observe any Material Indebtedness of Originator when due; or the default by Originator in the performance of any other term, provision covenant or condition agreement contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; this Agreement or any such Material Indebtedness of Originator shall be declared other Basic Document to which it is a party on its part to be due performed or observed and payable such continues unremedied for more than thirty (30) days after any Senior Officer of such Originator has knowledge thereof or required to be prepaid (other than after written notice of such failure shall have been given by a regularly scheduled payment) prior the Agent to the date of maturity thereof. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for Buyer and the benefit of creditorsServicer; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d).or (e) A Change any Event of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event Bankruptcy shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000Originator.

Termination Events. The occurrence of any one or more Any of the following events shall constitute a "Termination Event: (a) Originator shall fail (i) to make " under this Contract and any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is Party responsible for a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator Termination Event shall be declared to a "Terminating Party" while the other Party will be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof."Non-Terminating Party"): (i) Originator shall generally not pay A Party commences any case, proceeding or other action with respect to such Party or its property in any jurisdiction relating to bankruptcy, insolvency, reorganization, dissolution, liquidation, winding-up, or relief from, or with respect to, or readjustment of, debts as or obligations; or (ii) A Party seeks the appointment of a receiver, trustee, custodian or other similar official for such debts become due Party for all or shall admit in writing substantially all of its inability to pay its debts generally assets, or shall make such Party makes a general assignment for the benefit of its creditors; or (ii) any proceeding shall be instituted by or against Originator 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 or (iii) Originator shall take A Party otherwise becomes the object of any corporate case, proceeding or action to authorize any of the actions set forth type referred to in the foregoing preceding clauses (i) or (ii) which remains unstayed, undismissed or undischarged for a period of this subsection (d).[***] days; or (eiv) An action is commenced against a Party seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which remains unstayed, undismissed or undischarged for a period of [***] days; or (v) A Change continuing event of Control shall occur. default (ftaking into account any applicable grace period) One by a Party on any payment of principal or more final judgments for interest on any indebtedness hereunder or in the payment of money any guarantee obligation hereunder or an acceleration of all of a Party's obligations under any IAE financing agreement with ACA for the Aircraft, and such default or acceleration is (x) in an aggregate amount in excess exceeding [***] and (y) not the subject of $10,000,000a good faith dispute between the parties. In the event of the occurrence of a Termination Event, individually or in the aggregate, Terminating Party shall be entered against Originator and/or any deemed to be in material breach of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibilitythis Contract, and the Non-Terminating Party shall at its option have the right to resort to any remedy under applicable law, including, without limitation, the right by written notice, effective immediately, to terminate this Contract; provided that, no such judgment notice need be delivered, and this Contract shall continue unsatisfied and automatically terminate upon the occurrence of a Termination Event specified in effect for twenty sub-Clause (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plani), such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000).

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator Any Seller shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party due and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator any Seller in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholemade; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdthreshold and provided further, that any such incorrect representation, warranty, certification or statement relating to a Receivable for which Buyer has actually received a Purchase Price Credit shall not constitute a Termination Event hereunder. (c) Any Seller shall breach any covenant contained in Section 4.1(b)(i) which is not cured within three (3) days, or any Seller shall breach any covenant contained in Section 4.2(c) or 4.2(e), which is not cured within thirty (30) days, or any Seller shall breach any other covenant contained in Section 4.2(a), (b) or (d). (d) Any Seller shall breach, fail to perform or observe any covenant contained in any Section of this Agreement (which is not covered by another subsection, paragraph or clause of this Section 5.1) or of any other Transaction Document to which it is a party which is not cured within thirty (30) days after written notice from Buyer (or the Administrative Agent, as Buyer's pledgee). (e) Failure of Originator any Seller or any of its Subsidiaries to pay any Material Indebtedness of Originator Debt when due; or the default by Originator any Seller or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness Debt was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Debt to cause such Material Indebtedness Debt to become due prior to its stated maturity; or Material Debt of any such Material Indebtedness Seller or any of Originator its Subsidiaries shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled paymentpayment or as a result of the sale of an asset securing such Material Debt) prior to the date of stated maturity thereof. (i) Originator Any Seller 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 Originator any 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 property, and, if against Seller, any such proceeding or case shall continue undismissed for a period of sixty (60) or more days, or (iii) Originator any Seller shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (df). (eg) A Change of Control shall occur. (fh) One A final judgment or more final judgments for the payment of money in an excess of $10,000,000 in the aggregate amount (exclusive of judgment amounts fully covered by insurance where the insurer has admitted liability in respect of such judgment) or in excess of $10,000,000, individually or 50,000,000 in the aggregate, aggregate (regardless of insurance coverage) shall be entered rendered by one or more courts, administrative tribunals or other bodies having jurisdiction against Originator and/or any Seller or any of its Subsidiaries on claims and the same shall not covered by insurance be discharged (or as to which the insurance carrier has denied its responsibilityprovision shall not be made for such discharge), and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without or a stay of execution.execution thereof shall not be procured, within thirty (30) days from the date of entry thereof and the Company or the relevant Subsidiary shall not, within said period of thirty (30) days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal (gi) An ERISA Event The Subordinated Note shall occur with respect be assigned, pledged or otherwise transferred to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result any Person in liability violation of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000last section thereof.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator ALG shall fail (i) to make any payment or deposit required hereunder to be made by it under the Transaction Documents when duedue and, for any such payment or deposit which is not in respect of principal, such failure continues for two (ii2) consecutive Business Days. (b) ALG shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three and such failure shall not have been cured within 30 days after the earlier to occur of (3i) consecutive Business Dayswritten notice thereof has been given to ALG by the Buyer or (ii) an Executive Officer otherwise becomes aware of any such failure; provided, however, that such cure period shall be extended for a period of time, not to exceed an additional 30 days, reasonably sufficient to permit ALG 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, ALG has commenced efforts to cure such failure during the initial 30-day period and ALG is diligently pursuing such cure. (bc) Any representation, warranty, certification or statement made by Originator ALG in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholemade; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (cd) Failure An Event of Originator Bankruptcy shall occur with respect to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; Parent or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d)Material Subsidiaries. (e) A Change of Control shall occur. (f) One or more final judgments or orders for the payment of money in an aggregate amount in excess of $10,000,000, individually or in 10% of Stockholders’ Equity as of the aggregate, end of the Fiscal Quarter just ended shall be entered rendered against the Parent, either Originator and/or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, Buyer and such judgment or order shall continue unsatisfied and in effect unstayed for twenty (20) consecutive days without a stay period of execution30 days. (g) An ERISA Event Either of the Originators or any Subsidiary shall occur with fail to make any payment in respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC Debt outstanding in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; 25,000,000 when due or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of within any applicable grace period, . (h) Any event or condition shall occur which results in the acceleration of the maturity of Debt outstanding of either of the Originators or any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan Subsidiary in an aggregate amount in excess of $5,000,00025,000,000 (including, without limitation, any required mandatory prepayment or “put” of such Debt to such Originator or Subsidiary) or enables (or, with the giving of notice or lapse of time or both, would enable) the holders of such Debt or commitment or any Person acting on such holders’ behalf to accelerate the maturity thereof or terminate any such commitment (including, without limitation, any required mandatory prepayment or “put” of such Debt to such Originator or Subsidiary). (i) The Parent or any member of the Controlled Group shall fail to pay when due any amount in excess of 10% of Stockholders’ Equity as of the end of the Fiscal Quarter just ended which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans shall be filed under Title IV of ERISA by the Parent, any member of the Controlled Group, any plan administrator or any combination of the foregoing if the amount of liability involved is in excess of 10% of Stockholders’ Equity as of the end of the Fiscal Quarter just ended; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days thereafter if the amount of liability involved is in excess of 10% of Stockholders’ Equity as of the end of the Fiscal Quarter just ended; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or Plans must be terminated, if the amount involved is in excess of 10% of Stockholders’ Equity as of the end of the Fiscal Quarter just ended. (j) A federal tax lien shall be filed against the Parent, either Originator or Buyer under Section 6323 of the Tax Code or a lien of the PBGC shall be filed against the Parent, either Originator or Buyer under Section 4068 of ERISA and in either case such lien shall remain undischarged for a period of 25 days after the date of filing if the aggregate amount involved is in excess of 10% of Stockholders’ Equity as of the end of the Fiscal Quarter just ended.

Termination Events. The occurrence of any one or more of the following events shall constitute a be Termination EventEvents (“Termination Events”) hereunder: (a) as of any Determination Date, the Average Portfolio Delinquency Ratio exceeds 6.5%; or (b) as of any Determination Date, the Average Pool Charged-Off Ratio exceeds 3.0%; or (c) as of any Determination Date, the Average Portfolio Charged-Off Ratio exceeds 4.0%; or (d) the Advances Outstanding on any day exceeds the lesser of the Facility Amount and Maximum Availability and the same continues unremedied for two Business Days; provided, however, during the period of time that such event remains unremedied, no additional Advances will be made under this Agreement and any payments required to be made by the Servicer on a Payment Date shall be made under Section 2.10; or (e) a Servicer Default occurs and is continuing; or (f) [Reserved]; or (g) failure on the part of the Seller or Originator shall fail (i) to make any payment or deposit (including without limitation with respect to Collections) required hereunder when dueby the terms of any Transaction Document on the day such payment or deposit is required to be made and the same continues unremedied for two Business Days; or (h) the occurrence of an Insolvency Event relating to the Originator, the Seller, the Servicer or any Affiliate of the Originator which is a party to a Permitted Securitization Transaction; or (i) the Seller shall become required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “40 Act”) or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 40 Act; or (j) a regulatory, tax or accounting body has ordered that the activities of the Seller or any Affiliate of the Seller contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of the Seller contemplated hereby may reasonably be expected to cause the Seller or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; or (k) there shall exist any event or occurrence that has caused a Material Adverse Effect; or (l) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Seller or the Originator and such lien shall not have been released within five Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Seller or the Originator and such lien shall not have been released within five Business Days; or (m) any Change-in-Control shall occur; or (i) any Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Seller, the Originator, or the Servicer, (ii) to perform or observe any termthe Seller, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) the Originator, the Servicer or any other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or (iii) any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a perfected first priority security interest; or (o) on any date of determination, the aggregate Hedge Notional Amount in effect for that day under all Hedge Transactions is less than the product of the Hedge Percentage on such day and the Hedge Amount on that day, and the same continues unremedied for a period of two Business Days; or (p) any failure on the part of the Seller or the Originator duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Originator set forth in this Agreement or the other Transaction Documents to which it the Seller or the Originator is a party and the same continues unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall continue for three have been given to the Seller or the Originator by the Administrative Agent and (3ii) consecutive Business Days.the date on which the Seller or the Originator becomes aware thereof; or (bq) Any any representation, warranty, warranty or certification or statement made by the Seller or the Originator in this Agreement, any other Transaction Document or in any other document certificate delivered pursuant hereto or thereto to any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made andmade, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have which has a Material Adverse Effect on the Receivables Secured Parties and which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Seller or the Originator by the Administrative Agent and (ii) the date on which the Seller or the Originator becomes aware thereof; or (r) any failure by the Seller to give instructions or notice to the Administrative Agent as a wholerequired by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; provided that or (s) the materiality threshold in failure of the preceding clause shall not be applicable Seller, the Servicer or the Originator to make any payment due with respect to recourse debt or other obligations, in the case of the Servicer or the Originator, in excess of $10,000,000, or the occurrence of any representation event or warranty which itself contains a materiality threshold.condition that would at such time permit acceleration of such recourse debt or other obligations; or (c1) Failure the rendering of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One one or more final judgments judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries on claims not covered by insurance the Originator, or as to which $2,000,000 against the insurance carrier has denied its responsibilitySeller, individually or in the aggregate, and the Originator shall not have either (i) discharged or provided for the discharge of any such judgment shall continue unsatisfied judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree or order and in effect for twenty caused the execution of same to be stayed during the pendency of the appeal or (202) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of the Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount Seller shall have made payments of amounts in excess of $5,000,000; (ii) 7,500,000 by the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds Originator, or $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due2,000,000 by the Seller, after in the expiration settlement of any applicable grace periodlitigation, claim or dispute (excluding payments made from insurance proceeds); or (u) as of any installment payment with respect Determination Date, the Pool Yield does not equal or exceed the Minimum Pool Yield and the same continues unremedied by the following Determination Date; or (v) any deficiency exists in the Minimum Overcollateralization Amount on any day and the same continues unremedied for two Business Days; or (w) [Reserved]; or (x) as of any Quarterly Determination Date, the Originator’s ratio of Consolidated Funded Indebtedness to its withdrawal liability under Section 4201 Consolidated Tangible Net Worth is more than 6 to 1; provided that such calculation shall exclude the effects of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000any Liquid Real Estate Assets that are acquired and levered by the Originator solely to satisfy REIT asset and income tests.

Termination Events. The occurrence of (a) This Agreement may be terminated at any one or more of time prior to the following events shall constitute a Termination EventClosing: (a) Originator shall fail (i) to make any payment or deposit required hereunder when due, or by the mutual written agreement of the Purchaser and the Seller; (ii) by (A) the Purchaser or the Seller on or after February 15, 2014 if the Closing shall not have occurred by the close of business on such date, provided that the terminating party may not be in default of any of its obligations hereunder and may not have caused the failure of the transactions contemplated by this Agreement to perform have occurred on or observe before such date; or (B) the Purchaser on or after February 15, 2014 if the Seller shall not have delivered the Audited Statements to the Purchaser by that date ; (iii) by the Purchaser if there is a breach of any term, representation or warranty set forth in Article IV or Article V or any covenant or agreement hereunder (other than as referred to in clause (i) be complied with or performed by the Seller pursuant to the terms of this paragraph Agreement; (a)iv) or any other Transaction Document to which it by the Purchaser if the Company shall have breached the Management Agreement; or (v) by the Seller if there is a party and such failure shall continue for three (3) consecutive Business Daysbreach of any representation or warranty set forth in Article VI or of any covenant or agreement to be complied with or performed by the Purchaser pursuant to the terms of this Agreement. (b) Any representation, warranty, certification or statement made by Originator Upon the occurrence of any valid termination event set forth in this AgreementSection 9.2, any other Transaction Document or in any other document delivered pursuant hereto or thereto the Purchaser and/or the Seller, as applicable, shall prove deliver written notice to the non-terminating party. Upon delivery of such notice, (i) this Agreement shall terminate and the transfer of the Company Shares contemplated hereby shall be deemed to have been incorrect in any material respect when made abandoned without further action by the Purchaser or deemed made andthe Seller, with respect to any representation, warranty or certification relating to and (ii) the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause Management Agreement shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdautomatically terminate. (c) Failure In the event that this Agreement is validly terminated as provided in this Section 9.2, then each of Originator the parties shall be relieved of their respective duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to pay any Material Indebtedness of Originator when due; the Purchaser or the default by Originator Seller; provided, however, that nothing in this Section 9.2 shall relieve the performance Purchaser or the Seller of any term, provision liability for any willful breach of this Agreement or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) Management Agreement occurring prior to the date of maturity thereof. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) proper termination of this subsection (d)Agreement. (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each, a "Termination Event:") shall occur (regardless of the reason therefor): (a) Originator the Seller shall fail (i) fail to make any payment of any Seller Secured Obligation when due and payable and the same shall remain unremedied for one (1) Business Day (or deposit required hereunder when duetwo (2) Business Days in the case of any violation of Section 6.1(a)(ii)'s requirement that proceeds of Transferred Receivables and Seller Collateral be deposited to a Lockbox Account within one (1) Business Day after receipt thereof) or more, or (ii) fail or neglect to perform perform, keep or observe any term, covenant other provision of this Agreement or agreement hereunder the other Related Documents (other than as referred to any provision embodied in or covered by any other clause (i) of this paragraph Section 9.1) and the same shall remain unremedied for two (a)2) Business Days or any other Transaction Document more after written notice thereof shall have been given by the Administrative Agent to which it is a party and such failure shall continue for three (3) consecutive Business Days.the Seller; or (b) Any representation, warranty, certification a default or statement made by Originator in this Agreement, breach shall occur under any other Transaction Document agreement, document or instrument to which the Parent, the Originator, Holding or the Seller is a party or by which any such Person or its property is bound, and (i) such default or breach has not been waived in writing by the holder or holders of such Debt or cured to the satisfaction of the Administrative Agent and (ii) such default or breach (A) involves the failure to make any payment when due in respect of any Debt (other document delivered pursuant hereto than the Seller Secured Obligations) of any such Person due and owing to GE Capital or thereto shall prove any of its affiliates, or (B) permits any holder of such Debt or a trustee or agent to have been incorrect in any material respect when made cause Debt or deemed made anda portion thereof which, except with respect to any representationthe Seller, warranty or certification relating to the particular character is in excess of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold principal amount of $10,000,000 in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness aggregate to become due prior to its stated maturitymaturity or prior to its regularly scheduled dates of payment, or (C) causes Debt or a portion thereof which, except with respect to the Seller, is in excess of a principal amount of $10,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or (c) a case or proceeding shall have been commenced against the Seller or any member of the Parent Group seeking a decree or order in respect of any such Material Indebtedness of Originator 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. Person (i) Originator under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person's assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; or (d) the Seller or any member of the Parent Group shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person's assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate or limited partnership action, as applicable, in furtherance of any of the foregoing; or (e) (i) the Originator, Holding, the Seller or the Servicer generally does not pay its debts as such debts become due or shall admit admits in writing its inability to to, or is generally unable to, pay its debts generally or shall make a general assignment for the benefit of creditors; Debts as such Debts become due or (ii) the fair market value of any proceeding shall be instituted by or against Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition member 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 Parent Group's liabilities exceeds the appointment of a receiver, trustee or other similar official for it or any substantial part fair market value of its property or (iii) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000assets; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.or

Termination Events. The occurrence of any one or more of the following events shall constitute a “Termination Event”: (a) the SPV, the Receivables Seller, any Originator or the Servicer shall fail (i) to make any payment or deposit (i) required hereunder when due, to reduce the Aggregate Net Investment on any date such payment or deposit becomes due hereunder or (ii) any other payment or deposit required to perform be made by it hereunder or observe under the First Tier Agreement or the Second Tier Agreement, as the case may be, and, in the case of any term, covenant payment or agreement hereunder (other than as deposit referred to in clause (iii) of hereof, such payment or deposit is not made within two (2) Business Days from the date such payment or deposit becomes due hereunder or thereunder; or (b) any representation, warranty, certification or statement made or deemed made by the SPV, the Receivables Seller or any Originator in this paragraph (a)) or Agreement, any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other information, report or 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholedelivered; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.or (c) Failure the SPV, any Originator, the Receivables Seller or the Servicer shall default in the performance of any payment or undertaking (other than those covered by clause (a) above) to be performed or observed under any other provision of this Agreement or any provision of any other Transaction Document to which it is a party, which default continues for a period greater than twenty (20) Business Days from the earlier of (i) the date it received notice of such default (ii) the date SPV, such Originator, the Receivables Seller or the Servicer knew or should have known of such default; or (d) any Event of Bankruptcy shall occur with respect to the Receivables Seller, the SPV, any Originator or any material Subsidiary of the Receivables Seller, the SPV or any Originator; or (e) the Agent, on behalf of the Investors, shall for any reason fail or cease to have a valid and enforceable perfected first priority ownership or security interest in the Affected Assets, free and clear of any Adverse Claim; or (f) a Servicer Default shall have occurred; or (g) on any date, the sum of the Aggregate Net Investment (as determined after giving effect to all distributions pursuant to this Agreement on such date), plus the Required Reserves shall exceed the Net Pool Balance (as such Required Reserves and Net Pool Balance are shown in the most recent Servicer Report delivered on or prior to such date); or (h) [reserved]; or (i) the SPV, any Originator, Boise Cascade or any Subsidiary of the SPV, Boise Cascade or any Originator shall fail to pay when due any Material amounts due under any agreement to which any such Person is a party and under which any Indebtedness greater than $10,000 in the case of the SPV, or $15,000,000, in the case of an Originator, Boise Cascade or any Subsidiary of any Originator when dueor Boise Cascade (other than the SPV) is governed; or the default by the SPV, any Originator, Boise Cascade or any Subsidiary of the SPV, Boise Cascade or any Originator in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the SPV, any Originator, Boise Cascade or any Subsidiary of the SPV, Boise Cascade or any Originator greater than such Material Indebtedness respective amounts was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement if the effect of which such default is to cause cause, or to permit the holder of such Material Indebtedness to cause, such Indebtedness to become due and payable prior to its stated maturity; or any Indebtedness owing by the SPV, any Originator, Boise Cascade or any Subsidiary of the SPV, Boise Cascade or any Originator greater than such Material Indebtedness of Originator respective amounts 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.; or (ij) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors[reserved]; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d).or (ek) A a Change of Control shall occur.; (fl) One or more final judgments for any Person shall institute steps to terminate any Pension Plan if the payment assets of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any such Pension Plan are insufficient to satisfy all of its Subsidiaries on claims not covered by insurance or benefit liabilities (as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator determined under Title IV of ERISA to such Pension PlanERISA), such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment a contribution failure occurs with respect to its withdrawal liability any Pension Plan which is sufficient to give rise to a lien under Section 4201 302(f) of ERISA under ERISA; or (m) any material provision of this Agreement or any other Transaction Document to which the SPV, any Originator, Boise Cascade or the Servicer is a Multiemployer Plan party shall cease to be in an aggregate full force and effect or the SPV, any Originator, Boise Cascade or the Servicer shall so state in writing; or (n) the Holding Companies shall permit the ratio of (x) Consolidated EBITDA (as such term, together with all capitalized terms used in connection with the definition thereof, are defined in the Credit Agreement) to (y) Consolidated Cash Interest Expense (as such term, together with all capitalized terms used in connection with the definition thereof, are defined in the Credit Agreement), in each case for any period of four (4) consecutive fiscal quarters ending on any quarter-end date during any period set forth below, to be less than the ratio set forth below opposite such period: 03/31/05 - 12/31/05 1.875 01/01/06 - 12/31/06 2.000 01/01/07 - 12/31/07 2.000 01/01/08 - 12/31/08 2.125 01/01/09 - 12/31/09 2.375 01/01/10 - 12/31/10 2.625 01/01/11 - Final Payout Date 2.750 provided that for purposes of determining compliance with this Section 8.2(n) for any period of four (4) consecutive fiscal quarters ending on or prior to September 30, 2005, Consolidated Cash Interest Expense with respect to each fiscal quarter ending on or prior to December 31, 2004 shall be deemed to be equal to 25% of the annualized amount of Consolidated Cash Interest Expense accruing from the Original Effective Date to the end of the four-quarter period for which compliance is being determined.; or (o) the Holding Companies shall permit the Leverage Ratio (as such term, together with all capitalized terms used in excess connection with the definition thereof, are defined in the Credit Agreement) as of $5,000,000any quarter-end date during any period set forth below to exceed the ratio set forth opposite such period: 03/31/05 - 12/31/05 7.50 01/01/06 - 12/31/06 6.00 01/01/07 - 12/31/07 5.00 01/01/08 - 12/31/08 4.75 01/01/09 - 12/31/09 4.50 01/01/10 - 12/31/10 4.00 01/01/11 - Final Payout Date 3.75 ; or (p) on any day, the average Default Ratio for the immediately preceding three (3) months shall not exceed 1.0%; or (q) on any day, the average Delinquency Ratio for the immediately preceding three (3) months shall not exceed 1.5%; or (r) on any day, the average Dilution Ratio for the immediately preceding three (3) months shall exceed 2.0%.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Such Originator shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or orunder any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days30 days after written notice of such failure is given. (b) Any representation, warranty, certification or statement made by such Originator 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholemade; provided that the materiality threshold in the preceding clause shall not shallnot be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of any Originator to pay any Indebtedness when due in excess of $25,000,000 ("Material Indebtedness of Originator when dueDebt"); or the default by any Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness Debt was created or is governedisgoverned, the effect of which is to cause cause, or to permit the holder or holders of such Material Debt to cause, such Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness Debt of any Originator 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. (id) An Event of Bankruptcy shall occur with respect to any Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d)Material Subsidiaries. (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,00025,000,000, individually or in the aggregate, shall be entered against any Originator and/or any of its Subsidiaries 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 twenty thirty (2030) consecutive days without a stay of execution. (g) An ERISA Event The PBGC or Internal Revenue Service shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability file any notice of Originator under Title IV lien on any of ERISA to such Pension Plan, such Multiemployer Plan the Receivables or the PBGC in an aggregate amount in excess of $5,000,000; Related Security and such lien shall not have been released within seven (ii7) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000days.

Termination Events. 26.1 The Owner and the Hirer agree that it is a fundamental term and condition of this Agreement that none of the following events shall occur during the Hire Period and that the occurrence of any one or more of the following events shall constitute a Termination Eventrepudiatory breach of this Agreement by the Hirer: (a) Originator shall fail (i) if any Relevant Party fails to make pay any payment Rental or deposit required hereunder when dueother sum payable under the Relevant Documents on its due date or in respect of sums payable on demand, or (ii) fails to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or pay any other Transaction Document to which it is a party and such failure shall continue for three sum payable on demand under the Relevant Documents within five (35) consecutive Business Days.Days after demand; or (b) Any representation, warranty, certification if any Relevant Party fails or statement made by Originator neglects to observe or perform any of the terms and conditions of the Relevant Documents in this Agreement, any other Transaction Document or a way which the Owner regards as material (otherwise than as mentioned 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold Clause 26.1(a)) and in the preceding clause case of a failure or non-observance which is capable of remedy such failure or non-observance shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.continue unremedied for fourteen days after the Owner becomes aware of it; or (c) Failure of Originator if any Relevant Party shall do or allow to pay be done or omit to do any Material Indebtedness of Originator when due; act or the default by Originator thing which act or omission in the performance opinion of the Owner may materially jeopardise any of its rights in relation to the Ship; or (d) if any statement, representation or warranty made by any Relevant Party inducing the Owner to enter into the Relevant Documents or made on the part of any term, provision Relevant Party in the Relevant Documents or condition contained in any agreement under which certificate, statement or notice delivered or made pursuant to the Relevant Documents shall be or become incorrect in any such Material Indebtedness was created respect; or (e) if any process of execution, diligence or is governed, distress shall be levied on executed against or sued out against the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; Ship or any such Material Indebtedness of Originator goods or other property belonging to any Group Company and shall not be discharged within seven days; or (f) if an order shall be declared to be due and payable made or required to be prepaid a resolution passed for the winding up (other than by way of a regularly scheduled paymentmembers' voluntary winding up for the purpose of a scheme of amalgamation or reconstruction or for any other purpose in any case previously approved by the Owner) prior to of any Group Company; or (g) if any Group Company shall convene a meeting for the date purpose of maturity thereof.making or shall make a composition or arrangement with or any assignment or assignation for the benefit of its creditors; or (h) if an encumbrancer shall take possession or a receiver or liquidator shall be appointed in respect of whole or any part of the assets or undertaking of any Group Company; or (i) Originator if any Group Company shall generally not be unable to pay its debts as such debts expression is defined in Section 123 of the Insolvency Act ▇▇▇▇; or (j) if any indebtedness or obligation of any Group Company (other than an indebtedness or obligation of less than US$500,000) shall become due and payable prior to the specified maturity date thereof or shall admit in writing its inability to pay its debts generally or shall make a general assignment any agreement for the benefit hiring of creditors; machinery or (ii) plant to a Group Company or any proceeding material hire purchase or conditional sale agreement to a Group Company shall be instituted terminated by reason of an event of default thereunder or against Originator seeking to adjudicate it bankrupt any indebtedness of a Group Company in connection with any such agreement shall not be paid when due or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or any Group Company shall not meet its debts obligations under any law relating guarantee or indemnity when properly called upon to bankruptcy, insolvency do so; or (k) if the Hirer shall cease to be a Subsidiary (directly or reorganization indirectly) of Eagle Geophysical Inc. without the Owner's prior written approval; or (l) if any security constituted by any mortgage or relief of debtors, or seeking charge created by any Group Company including the entry of an order for relief security constituted by the Account Assignment shall become enforceable and the mortgagee or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (iii) Originator chargee shall take steps to enforce the same unless any corporate action such security has become illegal or unenforceable in accordance with clause 32; or (m) if any event or proceedings in any jurisdiction which is or are analogous to authorize any of the actions set forth events or proceedings referred to in the foregoing sub-clauses (e), (f), (g), (h), (i) or (iil) of this subsection (d).Clause 26.1 shall occur or be commenced in relation to any Group Company; or (en) A Change if the Hirer, the Surety or either of Control shall occur. the Corporate Guarantors are in breach of any other agreement with or obligation in favour of the group of companies of which the Owner forms part (f"OWNER GROUP") One or more final judgments for the payment of money in an aggregate amount a period in excess of $10,000,000any applicable grace period under the terms of such agreement or obligation or (if none) for 14 days; or (o) if the Hirer, individually the Surety or either of the Corporate Guarantors dispose of all or a substantial part of their assets otherwise than for full consideration in money or money's worth payable at the time of such disposal and otherwise than to another Group Company, without the prior written consent of the Owner, whether such disposal is effected in one transaction or a series of transactions whether or not related; or (p) If: (i) the Hirer, the Surety or either of the Corporate Guarantors or any other Group Company shall at any time reduce to a substantial extent the scale of its business now carried on by such companies respectively or if there shall be a substantial reduction in the aggregate, shall be entered against Originator and/or any of its Subsidiaries scale on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and businesses now carried on by Group Companies (taken as a whole) are carried on in effect for twenty (20) consecutive days without a stay of execution.each case as compared with the scale on which the same is or are carried on at the date hereof; and (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among Owner acting reasonably shall certify that in its opinion in all Pension Plans at any time exceeds $5,000,000the circumstances the risk to the Owner in connection with the Relevant Documents has materially increased; or or (iiiq) Originator or any ERISA Affiliate shall fail to pay when due, if after the expiration date hereof and without the prior written consent of the Owner (such consent not to be unreasonably withheld or delayed) any of either of the Corporate Guarantors, the Surety or the Hirer or of any applicable grace period, Subsidiary (directly or indirectly) of the Hirer ceases to be a wholly owned subsidiary of Eagle Geophysical Inc; or (r) if any installment payment judgment or order is made against any Group Company and is not stayed or complied with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000within seven days.

Termination Events. The occurrence of any one or more Each of the following events shall constitute a "Termination Event: (a) Originator shall fail ": (i) failure by the Borrower to (A) make any payment payment, transfer or deposit required hereunder when dueby the terms of any Basic Document on the day such payment, transfer or deposit is required to be made (including any payment of Interest or Unused Commitment Fees on any Payment Date but excluding payments of any Loans Outstanding), or (B) deliver the Monthly Report on the Reporting Date, and in each case, such failure continues unremedied for two Business Days; (ii) failure of the Borrower to pay in full the Loans Outstanding by the Payment Date occurring in the 90th month following the expiration of the latest Commitment Termination Date or to pay any Monthly Principal Payment Amount when the same becomes due and payable pursuant to the terms of the Basic Documents and such failure continues unremedied for one Business Day; (iii) any failure by the Borrower, the Seller or the Performance Guarantor duly to observe or perform or observe any term, other covenant or agreement hereunder of the Borrower, the Seller or the Performance Guarantor, respectively, set forth in this Agreement or the other Basic Documents to which the Borrower, the Seller or the Performance Guarantor, respectively, is a party , which failure materially and adversely affects the rights or interests of the Secured Parties and such failure remains unremedied for 30 days after the earlier of knowledge thereof by the Borrower, the Seller or the Performance Guarantor, as applicable, or after the date on which written notice of such failure shall have been given by the other parties or by the Administrative Agent to the Borrower, the Seller or the Performance Guarantor, as applicable; 122 (other than as referred to iv) any representation or warranty made by the Borrower, the Seller or the Performance Guarantor in clause (i) of this paragraph (a)) or any other Transaction Basic Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any Funding Request, Monthly Report, Quarterly Report or other document report, certificate or notice delivered pursuant hereto or thereto to any Basic Document to which it is a party, shall prove to have been false or otherwise incorrect in any material respect when made, deemed made or deemed made anddelivered, with respect to any which such false or incorrect representation, warranty or certification relating information materially and adversely affects the rights or interests of the Secured Parties and, if able to be cured, shall not have been cured for 30 days after the earlier of the date on which the Borrower, the Seller, or the Performance Guarantor, as applicable, first has knowledge thereof or the date on which written notice of such failure shall have been given to the particular character of any one or more ReceivablesBorrower, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; Seller, or the default Performance Guarantor, as applicable; provided, that no Termination Event shall have occurred under this clause for breaches of representations or warranties that are cured by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any repurchase of the actions set forth in the foregoing clauses related Receivable pursuant to Section 5.04 hereof; (iv) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Insolvency Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Planthe Borrower, such Multiemployer Plan the Seller or the PBGC Performance Guarantor; (vi) the Administrative Agent shall fail for any reason to have a valid, first priority perfected security interest in an all, or any material portion of, the Collateral, which failure shall not have been cured for ten days after the earlier of the date on which the Borrower or DFC first has knowledge thereof or the date on which written notice of such failure shall have been given to the Borrower or DFC; (vii) (A) one or more final nonappealable judgments shall be entered against the Borrower, the Seller or the Performance Guarantor by one or more courts of competent jurisdiction assessing monetary damages, individually or in the aggregate amount over any calendar year, in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds 25,000, $5,000,0001,000,000 or $1,000,000, respectively; or (iiiB) Originator one or more monetary settlements shall be entered into by the Borrower, the Seller or the Performance Guarantor with any Person, individually or in the aggregate over any calendar year, in excess of $25,000, $1,000,000 or $1,000,000 respectively; (C) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower, the Seller or the Performance Guarantor and such Lien shall not have been released within 30 days; or (iv) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of ERISA Affiliate with regard to any of the assets of the Borrower, the Seller or the Performance Guarantor and such Lien shall not have been released within 30 days; (viii) the Borrower, the Seller or the Performance Guarantor shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $0 or greater (with respect to the Borrower) or $10,000,000 or greater (with respect to the Seller or the Performance Guarantor), when duethe same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the expiration of any applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any installment payment with respect other default under any agreement or instrument relating to its withdrawal liability under Section 4201 any such Indebtedness of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.the Borrower, the Seller, or the Performance Guarantor, as 123

Termination Events. The occurrence of any one or more of the following events shall constitute a be Termination EventEvents ("Termination Events") hereunder: (a) as of any Determination Date, the Average Portfolio Delinquency Ratio exceeds 5.0%; or (b) as of any Determination Date, the Average Pool Charged-Off Ratio exceeds 2.0%; or (c) as of any Determination Date, the Average Portfolio Charged-Off Ratio exceeds 2.5%; or (d) the Advances Outstanding on any day exceeds the lesser of the Facility Amount and Maximum Availability and the same continues unremedied for two (2) Business Days; provided, however, during the period of time that such event remains unremedied, no additional Advances will be made under this Agreement and any payments required to be made by the Servicer on a Payment Date shall be made under Section 2.8; or (e) a Servicer Default occurs and is continuing; or (f) the Facility Termination Date shall have occurred; or (g) failure on the part of the Seller or Originator shall fail (i) to make any payment or deposit (including without limitation with respect to Collections) required hereunder when dueby the terms of any Transaction Document on the day such payment or deposit is required to be made and the same continues unremedied for two (2) Business Days; or (h) the occurrence of an Insolvency Event relating to (i) the Originator, the Seller or the Servicer, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause Affiliate of the Originator if the occurrence of such Insolvency Event has a Material Adverse Effect; or (i) the Seller shall become required to register as an "investment company" within the meaning of this paragraph the Investment Company Act of 1940, as amended (athe "40 Act") or the arrangements contemplated by the Transaction Documents shall require registration as an "investment company" within the meaning of the 40 Act; or (j) a regulatory, tax or accounting body has ordered that the activities of the Seller or any Affiliate of the Seller contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of the Seller contemplated hereby may reasonably be expected to cause the Seller or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; or (k) there shall exist any event or occurrence that has caused a Material Adverse Effect; or (l) there shall have occurred any event that materially adversely impairs the ability of the Originator to originate Assets of a credit quality which are at least of the credit quality of the Assets included in the Initial Advance; or (m) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Seller or the Originator and such lien shall not have been released within five (5) Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Seller or the Originator and such lien shall not have been released within five (5) Business Days; or (n) any Change-in-Control shall occur; or (o) any material adverse change in the credit quality of the Originator, Seller or Servicer shall occur; or (1) any Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Seller, the Originator, or the Servicer, (2) the Seller, the Originator, the Servicer or any other party shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder, or (3) any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a perfected first priority security interest; or (q) any failure on the part of the Seller or the Originator duly to observe or perform in any material respect any other covenants or agreements of the Seller or the Originator set forth in this Agreement or the other Transaction Documents to which it the Seller or the Originator is a party and the same continues unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall continue for three have been given to the Seller or the Originator by the Administrative Agent and (3ii) consecutive Business Days.the date on which the Seller or the Originator becomes aware thereof; or (br) Any any representation, warranty, warranty or certification or statement made by the Seller or the Originator in this Agreement, any other Transaction Document or in any other document certificate delivered pursuant hereto or thereto to any Transaction Document shall prove to have been incorrect in when made, which has a Material Adverse Effect on the Secured Parties and which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Seller or the Originator by the Administrative Agent and (ii) the date on which the Seller or the Originator becomes aware thereof; or (s) any material respect when failure by the Seller to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two (2) Business Days after the date such instruction, notice or report is required to be made or deemed made andgiven, as the case may be, under the terms of this Agreement; or (t) the failure of the Seller, the Servicer or the Originator to make any payment due with respect to any representation, warranty recourse debt or certification relating other obligations in excess of $500,000 in the aggregate (with respect to the particular character Servicer or the Originator only after giving effect to any previous failure to make payments by the Servicer or the Originator as applicable) or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations whether or not such event or condition has been waived; or (1) the rendering of one or more Receivablesfinal judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess of United States $10,000,000, individually or in the aggregate, against the Originator, or United Sates $2,000,000 against the Seller, individually or in the aggregate, and the Originator shall not have either (i) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (ii) perfected a timely appeal of such judgment, decree or order and caused the execution of same to be stayed during the pendency of the appeal or (2) the Originator or the Seller shall have made payments of amounts in excess of United States $5,000,000 by the Originator, or United States $1,000,000 by the Seller, in the settlement of any litigation, claim or dispute (excluding payments made from insurance proceeds); or (v) as of any Determination Date, the Pool Yield does not equal or exceed the Minimum Pool Yield and the same continues unremedied by the following Determination Date; or (w) the Seller or Originator defaults in making any payment required to be made under a material agreement for borrowed money to which either is a party in excess of $500,000 in the aggregate (with respect to the Originator only after giving effect to any previous failures to make payments by the Originator) and such default is not cured within the applicable cure period, if any, provided for under such agreement; or (x) the Seller, the Originator or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy in whole or in part that could be reasonably be expected to have a Material Adverse Effect on upon the Receivables Assets or interest of the Administrative Agent or any Secured Parties, without the prior written consent of the Administrative Agent or the Secured Parties; (y) as of any Quarterly Determination Date, the Originator's ratio of Consolidated Funded Indebtedness to Consolidated Tangible Net Worth is more than 4 to 1; or (z) the occurrence of a whole; provided that the materiality threshold "Termination Event" under and as defined in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdCapitalSource Funding CP Facility. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of If any one or more of the following events shall constitute (hereinafter referred to as a "Termination Event") shall have occurred and be continuing: (a) Originator Southland shall fail to perform any obligation under the Master Agreement or there shall occur any event, circumstance or condition which would entitle (ior, with the giving of notice or the passing of time, or both, would entitle) Seven-Eleven Japan to terminate the Master Agreement, to damages thereunder against Southland, to give notice of an event of FORCE MAJEURE or to reduce any Japanese Royalties otherwise payable thereunder or to withhold or withdraw any intellectual property rights licensed under the Master Agreement; (b) Southland shall fail to make any payment hereunder which constitutes a general obligation of Southland within 5 days of the due date therefor; (c) Southland shall default in the performance of any agreement or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement undertaking hereunder (other than as referred to provided in clause (iSection 10.01(a) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any above) and such default shall continue unremedied for 30 days after Notice thereof has been given to Southland by the Collateral Agent; (d) any representation, warranty, certification or statement made by Originator Southland in this Agreement, any other Transaction Document Agreement or in any of the Security Documents or in any certificate or other document delivered pursuant hereto to this Agreement or thereto in any of the Security Documents shall prove to have been incorrect in any material respect when made made; (e) Southland shall fail to request renewal of any consent, approval, license or deemed made andauthorization or any registration or filing required in connection with the Master Agreement, this Agreement or any of the Security Documents 30 days prior to the expiration thereof or any such required consent, approval, license, authorization, or registration expires or is terminated or revoked or is modified in any manner unacceptable to the Collateral Agent; (f) it becomes unlawful for Southland to perform any obligation under this Agreement, any of the Security Documents or the Master Agreement or for Seven-Eleven Japan to perform any obligation under the Master Agreement or the Assignment of Japanese Trademarks, or Southland shall seek to repudiate its obligations under this Agreement, any of the Security Documents, the Master Agreement or the Assignment of Japanese Trademarks; (g) the Japanese Trademarks or any material portion thereof shall be determined to be invalid or unenforceable or there shall be commenced against Southland or Seven-Eleven Japan any proceeding alleging that the Japanese Trademarks or any material portion thereof is invalid or unenforceable or infringes the rights of any person and such proceeding shall not have been dismissed within 60 days of the filing thereof; (h) Southland or any of its subsidiaries shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any representationbankruptcy, warranty insolvency or certification relating other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the particular character appointment of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default taking possession by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created official in an involuntary case or is governedother proceeding commenced against it, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or shall fail generally to pay its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsas they become due, 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses foregoing; (i) an involuntary case or other proceeding shall be commenced against Southland or any of its subsidiaries seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days, or an order for relief shall be entered against Southland or any such subsidiary under the federal bankruptcy laws in the United States as now or hereafter in effect; or (j) a termination event occurs under the Existing Yen Facility Credit Agreement as that term is defined therein for which (i) the rights relating to the enforcement of collateral have been exercised pursuant to Section 9.02 thereof or (ii) of this subsection (d).a curative prepayment has not been made by Southland pursuant to Section 9.03 thereof; then, and in any such event, (ei) A Change of Control if such event is a Termination Event specified in Section 10.01(h) or (i) above, the Commitments shall occur.automatically terminate, without any notice to Southland or any other action by the Agents; (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) if such an event is any other Termination Event, the aggregate amount Paying Agent may by notice to Southland declare the Commitments terminated, in which event the Commitments shall thereupon terminate; or (iii) the Collateral Agent may, and at the direction of Unfunded-Pension Liability among the Majority Lenders shall, by Notice to Southland declare the outstanding balance of the Loans and all Pension Plans accrued and unpaid interest thereon to be immediately due and payable and, at any time exceeds $5,000,000; thereafter, without further demand or (iii) Originator or any ERISA Affiliate shall fail Notice other than as required in the Security Documents and subject to pay when duethe rights of the Existing Yen Facility Lenders, after enforce the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan security interests in an aggregate amount in excess of $5,000,000.the

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator Seller shall fail (i) to (A) turn over any Collections or Deemed Collection required to be turned over by it hereunder when due or (B) make any payment or deposit required to be made by it hereunder when due, and (solely in the case of this clause (B) such failure continues for five (5) consecutive Business Days after Seller has actual knowledge of such failure or through the exercise of reasonable business diligence, should have known of such failure, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three thirty (330) consecutive Business Daysdays after Seller has actual knowledge of such failure or through the exercise of reasonable business diligence, should have known of such failure. (b) Any representation, warranty, certification or statement made by Originator Seller in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when on or as of the date made or deemed made and, with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.made; (c) Failure Tenneco Operating, Seller or any of Originator to pay their respective Subsidiaries shall (i) default in making any Material payment of principal of any Indebtedness of Originator when due(including any Contingent Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the default by Originator period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any term, provision other agreement or condition related to any such Indebtedness or contained in any instrument or agreement under which evidencing, securing or relating thereto, or any such Material Indebtedness was created other event shall occur or is governedcondition exist, the effect of which default or other event or condition is to cause cause, or to permit the holder or beneficiary of such Material Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; maturity or (in the case of any such Material Indebtedness constituting a Contingent Obligation) to become payable: provided that a default, event or condition described in clause (i), (ii) or (iii) of Originator this paragraph (c) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) or (iii) of this paragraph (c) shall have occurred and be declared continuing with respect to be due Indebtedness the aggregate outstanding principal amount of which exceeds in the aggregate $50,000,000 for Tenneco Operating, Seller and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereoftheir respective Subsidiaries. (d) (i) Originator Tenneco Operating, Seller or any of their respective Subsidiaries shall generally not pay its debts as such debts become due commence any case, proceeding or shall admit in writing its inability other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to pay its debts generally bankruptcy, insolvency, reorganization or shall make a general assignment relief of debtors, seeking to have an order for the benefit of creditors; relief entered with respect to it, or (ii) any proceeding shall be instituted by or against Originator seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding updissolution, reorganization, arrangement, adjustment, protection, composition or other relief or composition of with respect to it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebts, or (B) 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 assets, or Tenneco Operating, Seller or any of their respective Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Tenneco Operating, Seller or any of their respective Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) Originator there shall be commenced against Tenneco Operating, Seller or any of their respective Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Tenneco Operating, Seller or any of their respective Subsidiaries shall take any corporate action to authorize in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the actions acts set forth in the foregoing clauses clause (i), (ii) or (iiiii) above; or (v) Tenneco Operating, Seller or any of this subsection (d).their respective Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, decrees shall be entered against Originator and/or Tenneco Operating, Seller or any of its their respective Subsidiaries on claims involving in the aggregate for Tenneco Operating, Seller and their respective Subsidiaries a liability (not paid or fully covered by insurance or as to which the relevant insurance carrier company has denied its responsibilityacknowledged coverage) of $75,000,000 or more, and all such judgment judgements or decrees shall continue unsatisfied and in effect for twenty (20) consecutive not have been vacated, discharged, stayed or bonded pending appeal within 30 days without a stay of executionfrom the entry thereof. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each, a "Termination Event") shall occur and be continuing: (a) Originator the Borrower shall fail default in the payment of any amount required to be made under the terms of this Agreement and such failure continues unremedied for a period of three (3) Business Days after the due date set forth herein for such payment, or if no due date is specified, such failure continues for a period of 30 days after written request for such payment has been made; or (b) an Overcollateralization Shortfall exists and continues unremedied for a period of three (3) Business Days; or (c) the amount of Advances Outstanding shall exceed the Borrowing Base for more than three (3) Business Days; or (d) the Minimum Purchased Loan Balance is less than $105,000,000 for a period of three (3) Business Days; or (e) a Required Equity Shortfall exists and continues unremedied for a period of three (3) Business Days; or (i) to make any payment or deposit required hereunder when due, or (ii) the Borrower shall fail to perform or observe in any term, material respect any other covenant or other agreement hereunder (other than as referred to of the Borrower set forth in clause (i) of this paragraph (a)) or Agreement and any other Transaction Document to which it is a party and party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator set forth in this Agreement, any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than thirty (30) days after written notice thereof shall have been given by the Deal Agent or in the Collateral Custodian to such Person; or (g) any other document delivered pursuant hereto representation or thereto warranty made or deemed made hereunder shall prove to have been be incorrect in any material respect as of the time when made the same shall have been made, and such incorrect representation or deemed made and, warranty shall not have been eliminated or otherwise cured within a period of thirty (30) days after written notice thereof shall have been given by the Deal Agent or the Collateral Custodian to the Borrower; or (h) an Insolvency Event shall occur with respect to any representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholeBorrower; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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.or (i) a Servicer Termination Event occurs; or (j) any Change-in-Control of the Borrower or Originator shall generally occurs; or (k) the Borrower or the Originator defaults in making any payment required to be made under any material agreement for borrowed money to which either is a party and such default is not pay its debts cured within the relevant cure period; or (l) the Deal Agent, as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment agent for the benefit of creditors; or (ii) Lenders, shall fail for any proceeding shall be instituted by or against Originator seeking reason 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 have a receiver, trustee or other similar official for it or any substantial part of its property or (iii) Originator shall take any corporate action to authorize valid and perfected first priority security interest in any of the actions set forth in the foregoing clauses Collateral; or (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more a final judgments judgment for the payment of money in an aggregate amount excess of $1,000,000 shall have been rendered against the Originator or $100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, the Originator shall have either: (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supersedes or otherwise during the pendency of such appeal or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $10,000,000250,000 or $100,000, individually respectively, in settlement of any litigation; or (n) the Borrower or the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part that could have a material adverse effect upon the aggregateLoans or interest of any Lender, without the prior written consent of the Deal Agent or the other Lenders; or (o) on any day, either (i) the Hedge Notional Amount is less than the Required Notional Amount, or (ii) any Hedge Transaction fails to meet the requirements set forth in Section 5.3(a); or (p) on any Determination Date, the Portfolio Yield does not equal or exceed Minimum Portfolio Yield and such failure continues for a period of fifteen (15) consecutive days; or (q) the Rolling Three-Month Default Ratio shall exceed 5.0%; or (r) the Rolling Three-Month Charged-Off Ratio shall exceed 2.5%; or (s) any two of (i) ▇▇▇▇▇ ▇▇▇▇▇▇, (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall cease to be entered against employed by the Borrower or Originator and/or in the capacity as executive officers thereof; or (t) the Borrower shall become an "investment company" subject to registration under the 1940 Act prior to receiving the Order Approval; or (u) the Borrower shall become an "investment company" subject to registration under the 1940 Act after receiving the Order Approval and fails to comply with the provisions of the 1940 Act or any rules, regulations or orders issued by the SEC thereunder; or (v) the business and other activities of its Subsidiaries on claims the Borrower or the Originator, including but not covered limited to, the acceptance of the Advances by insurance or as the Borrower made by the Lenders, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the insurance carrier has denied its responsibilityBorrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; then, and in any such judgment event, the Deal Agent shall, at the request, or may with the consent, of the Required Investors, by notice to the Borrower declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Advances Outstanding and all other amounts owing by the Borrower under this Agreement shall continue unsatisfied be accelerated and become immediately due and payable, provided, that in effect for twenty the event that the Termination Event described in subsection (20h) consecutive days herein has occurred, the Termination Date shall automatically occur, without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plandemand, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator protest or any ERISA Affiliate shall fail to pay when due, after the expiration notice of any applicable grace periodkind, any installment payment with respect to its withdrawal liability under Section 4201 all of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000which are hereby expressly waived by the Borrower.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator TriMas Corp., TriMas LLC, the Transferor, any Seller or the Collection Agent shall fail (i) to make any payment or deposit required to be made by it hereunder or under any of the Transaction Documents when duedue hereunder or thereunder and such failure continues for one (1) Business Day; or (b) any representation, warranty, certification or (ii) to perform statement made by TriMas Corp., the Transferor, the Collection Agent or observe any termSeller in this Agreement, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document 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; provided that no such event shall constitute a Termination Event unless such event shall continue unremedied for a period of ten (10) days from the date a Responsible Officer of the Transferor obtains knowledge thereof; provided, further, that no grace period shall apply to Sections 3.01(c), 3.01(d), 3.01(j), 3.01(r) and 3.01(s) of this Agreement (and, for the avoidance of doubt, the cure period described in the first proviso of this Section 7.01(b) shall not apply to payments required to be made pursuant to Section 2.09(b)); and provided, further, that no such event shall constitute a Termination Event if the Transferor shall have timely paid to the Collection Agent the Deemed Collection required to be paid as a result of such event in accordance with Section 2.09(b); or (c) TriMas Corp., the Transferor, any Seller or the Collection Agent shall default in the performance of any payment, covenant or other undertaking (other than those covered by clause (a) above or clause (h) below) under any Transaction Document and such default shall continue for ten (10) days after a Responsible Officer of TriMas Corp., TriMas LLC, the Transferor or the Collection Agent has knowledge thereof; or (d) the Transferor shall fail to make any payment of principal or interest in respect of any Indebtedness when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto; or any event or condition occurs that results in any such Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (e) any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent, any representationSeller, warranty TriMas Corp., or certification relating any of its Subsidiaries; or (f) after the filing in the appropriate offices of the financing statements described in Sections 4.02(b), 4.02(c), 4.02(d) and 4.02(e), the Administrative Agent, on behalf of the Purchasers, shall, for any reason, fail or cease to have a valid and perfected first priority ownership or security interest in the particular character Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any one Adverse Claims (other than, in the case of the Transferor, Liens for taxes, assessments or more Receivablesother governmental charges that are not yet due and payable and, in the case of any Seller, Permitted Originator Encumbrances); or (g) a Collection Agent Default shall have occurred; or (h) the Transferor, TriMas Corp., or any Seller shall enter into any corporate transaction or merger that is not otherwise permitted by this Agreement or the Receivables Purchase Agreement; or (i) there shall have occurred since the Closing Date any event or condition which could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholeEffect; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.or (cj) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts the Asset Interest exceeds the Maximum Percentage Interest unless the Transferor reduces the Aggregate Net Investment from previously received Collections or other funds available to the Transferor, pays Collections into the Letter of Credit Collateral Account or increases the balance of the Receivables on the next Business Day following such breach so as such debts become due to reduce the Asset Interest to less than or shall admit in writing its inability equal to pay its debts generally or shall make a general assignment for the benefit of creditors100%; or (ii) any proceeding the Aggregate Credit Exposure shall be instituted by exceed the Facility Limit; or (k) the average Dilution Ratio for the three preceding Calculation Periods exceeds 9.0%; or (l) the average Default Ratio for the three preceding Calculation Periods exceeds 3.0%; or (m) the average Delinquency Ratio for the three preceding Calculation Periods exceeds 5.0%; or (n) a Responsible Officer of the Transferor receives notice or becomes aware that a notice of lien has been filed against Originator seeking to adjudicate it bankrupt or insolventTriMas Corp., or seeking liquidationTriMas LLC, 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 Transferor or the appointment Collection Agent under Section 412(n) of the Code or Section 302(f) of ERISA for a receiver, trustee failure to make a required installment or other similar official for it or any substantial part of its property or (iiipayment to a plan to which Section 412(n) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) Code or (iiSection 302(f) of this subsection (d).ERISA applies; or (eo) A Change of Control shall occur.the Receivables Purchase Agreement is terminated; or (fp) One or more final judgments for TriMas Corp., TriMas LLC and the payment of money in an aggregate amount in excess of $10,000,000, individually or Sellers (in the aggregate) shall fail to maintain 100% ownership of the Transferor; or (q) TriMas Corp., shall be entered against Originator and/or TriMas LLC or any of its Subsidiaries on claims default in the observance or performance of Section 6.12 or 6.13 of the Credit Agreement (whether or not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and agreement remains in effect for twenty (20) consecutive days without a stay of executioneffect). (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of any one or more of the following events with respect to the Originator shall constitute a Termination EventEvent with respect to the Originator: (a) The Originator shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party due and such failure shall continue for three two (32) consecutive Business Days. (b) The Originator shall fail to observe or perform any covenant or agreement contained in Section 4.1(b)(v) or 4.2. (c) The Originator shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in Sections 5.1(a) and (b)), and such failure shall remain unremedied for 30 days after the earlier of (i) an Executive Officer of any of the Originator obtaining knowledge thereof, or (ii) written notice thereof shall have been given to the Originator by Buyer or any of its assigns. (d) Any representation, warranty, certification or statement made by the Originator in this Agreement, any other Transaction Document 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, made. (e) A Change of Control shall occur with respect to the Originator. (f) The Parent or any representationSubsidiary shall commence a voluntary case or other proceeding seeking liquidation, warranty reorganization or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable other relief with respect to itself or its debts under any representation bankruptcy, insolvency or warranty which itself contains other similar law now or hereafter in effect or seeking the appointment of a materiality threshold. (c) Failure trustee, receiver, liquidator, custodian or other similar official of Originator it or any substantial part of its property, or shall consent to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created relief or is governed, to the effect appointment of which is to cause such Material Indebtedness to become due prior to its stated maturity; or taking possession by any such Material Indebtedness of Originator shall be declared to be due and payable official in an involuntary case or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally proceeding commenced against it, or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or shall fail generally to pay its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsas they become due, 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of executionforegoing. (g) An ERISA Event involuntary case or other proceeding shall occur be commenced against the Parent or any of its Subsidiaries seeking liquidation, reorganization or other relief with respect to it or its debts an involuntary case or other proceeding shall be commenced against the Parent or any of its Subsidiaries seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a Pension Plan trustee, receiver, liquidator, custodian or Multiemployer Plan other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Parent or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect. (h) Any Transaction Document ceases to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of the Originator or any Subsidiary, or at any time it is or becomes unlawful for the Originator or any Subsidiary to perform or comply with its obligations under any Transaction Document, or the obligations of the Originator or any Subsidiary under any Transaction Document are not or cease to be legal, valid and binding on the Originator or any Subsidiary. (i) There shall have occurred any event (including but not limited to any material adverse finding in connection with the certification of the Originator as a provider under Medicare or Medicaid) which his resulted has or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under have a Multiemployer Plan in an aggregate amount in excess of $5,000,000Material Adverse Effect.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Such Originator shall fail (i) to make any payment or deposit required hereunder when duedue and such failure continues for one (1) Business Day; provided that, if such Originator shall have taken all actions necessary on its part to initiate any such payment or deposit on the date when due hereunder, and a malfunction or failure in the wire-transfer, interbank transfer or other relevant commercial payment system shall occur that is beyond the control of such Originator and that results in a delay in the receipt by Buyer or the applicable payee of such payment or deposit, such delay shall not constitute a Termination Event hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three five (35) consecutive Business Days. (b) Any representation, warranty, certification or statement made by such Originator in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholemade; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of such Originator to pay when due any Material Indebtedness in an aggregate principal amount for all Originators in excess of Originator when duethe greater of (i) $30,000,000 or (ii) 5% of Consolidated Net Worth; or the default by such Originator in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause cause, or to permit the holder or holders of such Material Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of such Originator 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) Such Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against such Originator 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) such Originator or any of its Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d); provided that in the event any of the foregoing action is taken or proceeding commenced without the application, approval or consent of the affected Originator, the same shall not constitute a Termination Event hereunder unless and until the related appointment of a receiver, trustee or similar official, and the related proceeding, continues undismissed or unstayed for a period of sixty (60) consecutive days. (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,0001,000,000, individually or in the aggregate, shall be entered against such Originator and/or any of its Subsidiaries 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 twenty thirty (2030) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each, a “Termination Event”) shall occur and be continuing: (a) Originator the Borrower shall fail default in the payment of any amount required to be made under the terms of this Agreement and such failure continues unremedied for a period of three (3) Business Days after the due date set forth herein for such payment, or if no due date is specified, such failure continues for a period of twenty (20) days after written request for such payment has been made; or (b) an Overcollateralization Shortfall exists and continues unremedied for a period of three (3) Business Days; or (c) the amount of Advances Outstanding shall exceed the Maximum Availability, for more than three (3) Business Days; or (d) The Agent shall not have received written confirmation from ▇▇▇▇▇’▇ within 30 days after the Closing Date that the rating assessment of the facility contemplated by this Agreement is at least “A2”; or (e) a Required Equity Shortfall exists and continues unremedied for a period of three (3) Business Days; or (f) (i) to make any payment or deposit required hereunder when due, or (ii) the Borrower shall fail to perform or observe in any term, material respect any other covenant or other agreement hereunder (other than as referred to of the Borrower set forth in clause (i) of this paragraph (a)) or Agreement and any other Transaction Document to which it is a party and party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement of such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator set forth in this Agreement, any other Transaction Document to which it is a party, in each case when such failure continues unremedied for more than twenty (20) days after written notice thereof shall have been given by the Agent or in any other document delivered pursuant hereto Secured Party to such Person; or (g) any representation or thereto warranty made or deemed made hereunder shall prove to have been be incorrect in any material respect as of the time when the same shall have been made, and such incorrect representation or warranty shall not have been eliminated or otherwise cured within a period of twenty (20) days after written notice thereof shall have been given by the Agent or any Secured Party to the Borrower; or (h) an Insolvency Event shall occur with respect to the Borrower or the Originator; or (i) a Servicer Termination Event occurs; or (j) any Change in Control of the Borrower or Originator occurs; or (k) the Borrower or the Originator defaults in making any payment required to be made or deemed made and, with respect to any representation, warranty material recourse debt or certification relating other obligation to which either is a party and such default is not cured within the particular character of relevant cure period or any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (c) Failure of Originator to pay any Material Indebtedness of Originator when due; or the default by Originator in the performance of any term, provision event or condition contained in any agreement under which any shall occur or exist that would cause or permit the acceleration of such Material Indebtedness was created recourse debt or is governedother obligation, the effect of which is to cause whether or not such Material Indebtedness to become due prior to its stated maturity; event or condition has been waived or any such Material Indebtedness of Originator recourse debt or other obligation shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to maturity; or (l) the date Agent, as agent for the Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of maturity thereof.the Collateral; or (i) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments judgment for the payment of money in an aggregate amount excess of 10% of the Tangible Net Worth of the Originator shall have been rendered against the Originator or $100,000 against the Borrower by a court of competent jurisdiction and, if such judgment relates to the Originator, the Originator shall have either: (1) discharged or provided for the discharge of such judgment in accordance with its terms, or (2) perfected a timely appeal of such judgment and caused the execution thereof to be stayed (by supersedes or otherwise during the pendency of such appeal or (ii) the Originator or the Borrower, as the case may be, shall have made payments of amounts in excess of $10,000,0001,000,000 or $100,000, individually respectively, in settlement of any litigation; or (n) the Borrower or the Servicer agrees or consents to, or otherwise permits (x) any change in the Credit and Collection Policy which would materially and adversely affect or impair the collectibility of any Loan or (y), any material amendment, modification, change, supplement or recession of or to the Credit and Collection Policy in whole or in part without the aggregateprior written consent of the Agent; or (o) on each day during a period of ten (10) consecutive days, either (i) the aggregate Hedge Notional Amount is less than the product of the Hedge Percentage on such day and the Hedge Amount on that day, or (ii) any Hedge Transaction fails to meet the requirements set forth in subsection 5.2(a); or (p) a Ratings Effect occurs; or (q) on any Determination Date, the Rolling Three-Month Portfolio Yield does not equal or exceed 5.0% and such failure continues for a period of fifteen (15) consecutive days; or (r) the Rolling Three-Month Default Ratio shall exceed 5.0%; or (s) the Rolling Three-Month Charged-Off Ratio shall exceed 2.5%; or (t) the Rolling Twelve-Month Portfolio Charged-Off Ratio shall exceed 12.0%; or (u) any two of (i) ▇▇▇▇▇ ▇▇▇▇▇▇, (ii) ▇▇▇ ▇▇▇▇▇▇, and (iii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall cease to be entered against employed by the Borrower or Originator and/or in the capacity as executive officers thereof; or (v) the Borrower shall become required to register as an “investment company” under the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act or any rules, regulations or orders issued by the SEC thereunder; or (w) the business and other activities of its Subsidiaries on claims the Borrower or the Originator, including but not covered limited to, the acceptance of the Advances and the Expedited Advances by insurance or as the Borrower made by the Conduit Lender, the application and use of the proceeds thereof by the Borrower and the consummation and conduct of the transactions contemplated by the Transaction Documents to which the insurance carrier has denied its responsibilityBorrower or the Originator is a party result in a violation by the Originator, the Borrower, or any other person or entity of the 1940 Act or the rules and regulations promulgated thereunder; or (x) a Material Adverse Change in the operations of the Originator, the Servicer or the Borrower shall occur; or (y) a change in any binding law or any rule or regulation having the force of law shall occur, which would cause the legal conclusions made in the true sale, non-consolidation and perfection opinions delivered in connection with the Transaction Documents to be incorrect; then, and in any such judgment event, the Agent may, by notice to the Borrower, declare the Termination Date to have occurred, without demand, protest or future notice of any kind, all of which are hereby expressly waived by the Borrower, and all Obligations owing by the Borrower under this Agreement shall continue unsatisfied be accelerated and become immediately due and payable; provided, that, in effect for twenty (20the event that the Termination Event described in subsection 9.1(h) consecutive days herein has occurred, the Termination Date shall automatically occur, without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plandemand, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator protest or any ERISA Affiliate shall fail to pay when due, after the expiration notice of any kind, all of which are hereby expressly waived by the Borrower. Upon any such declaration or automatic occurrence of the Termination Date, no Advances or Expedited Advances will be made, and the Agent and the Secured Parties shall have, in addition to all other rights and remedies under this Agreement or otherwise, all rights and remedies provided under the UCC of each applicable grace periodjurisdiction and other Applicable Laws, including the right to sell the Collateral, which rights and remedies shall be cumulative. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Agent and the Secured Parties otherwise available under any installment payment with respect to its withdrawal liability under Section 4201 provision of ERISA under a Multiemployer Plan in an aggregate amount in excess this Agreement by operation of $5,000,000law, at equity or otherwise, each of which are expressly preserved.

Termination Events. The occurrence of any one or more Each of the following events shall constitute be ------------------ a "Termination Event:" hereunder: ----------------- (a) Originator shall fail any amount payable by Borrower under any Note or any other Agreement Document is not paid to the extent required by this Agreement (subject to any limitations set forth in Section 2.02), when due hereunder, ------------- which failure continues for: (i) to make three Business Days, in the case of any payment or deposit required hereunder when dueto be made on any Maturity Date, or (ii) to perform or observe any term, covenant or agreement hereunder (other than except as referred to set forth in clause (i) c), ten Business Days, in the case of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days.payment hereunder; ---------- (b) Any representation, warranty, certification representation or statement warranty made or deemed to be made by Originator Borrower under or in this Agreementconnection with any Agreement Document, or any other Transaction Document information or in any other document report 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a whole; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.made; (c) Failure Borrower: (i) shall fail on any Purchase Date to issue and sell to BofA Notes having principal amounts equal to all Required Foreign Currency Amounts applicable to such Purchase Date, and (ii) shall thereafter fail to make any payment required by (but subject to the limitations set forth in) Section 3.04, and such failure to make such payment shall continue for five ----- ---- Business Days; (d) Borrower shall fail to perform any term, covenant or agreement contained in Section 6.02; ------------- (e) Borrower shall fail to perform any term, covenant or agreement contained in Section 6.01(h), or BofA shall for any reason at any time not --------------- have a first priority perfected security interest in the Collateral Account and all cash, monies, and investments contained therein; (f) Borrower shall fail to perform or observe any term, covenant or agreement contained in any Agreement Document (excluding the terms, covenants and agreements described above in Sections 7.01(a), (c), (d) and (e)), which ----------------- --- --- --- failure continues unremedied for thirty days after written notice by BofA to Borrower; (i) Borrower or any of Originator its Subsidiaries shall fail to pay any Material Indebtedness principal of, premium or interest on, or any other amount payable in respect of, (A) any Debt outstanding under the Bank Credit Agreement, or (B) any other Debt outstanding in a principal or notional amount of Originator when due; or the default by Originator at least $25,000,000 in the performance aggregate (but excluding Debt arising hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, redemption, purchase, defeasance, cash collateralization, acceleration, demand or otherwise), and such failure shall continue (x) after the applicable grace period, if any, in the case of a non-payment of principal or (y) for five Business Days after the applicable grace period, if any, in the case of non- payment of any termother amount, provision in each case specified in the agreement or instrument relating to such Debt and shall not have been cured or waived; (ii) any failure to make any payment or any other breach, default or other event shall occur or condition contained in shall exist under any agreement under which or instrument relating to any such Material Indebtedness was created or is governedDebt (including the Bank Credit Agreement), if the effect of which such failure, event or condition is to cause accelerate, or to permit the acceleration of, the maturity of such Material Indebtedness Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due prior to its stated maturity; or any such Material Indebtedness of Originator shall be declared to be due and payable or (whether by required to be prepaid prepayment (other than by a regularly scheduled paymentrequired prepayment), purchase, redemption, defeasance, cash collateralization, acceleration, demand or otherwise) or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, prior to the date of maturity thereof. (i) Originator shall generally not pay its debts as scheduled maturity, and, unless such debts Debt has been accelerated or otherwise has become due and payable prior to its scheduled maturity, such failure, event or shall admit condition continues for ten Business Days after any grace period specified in writing its inability to pay its debts generally the applicable agreement or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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 instrument 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; (ii) the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000Debt; or (iii) Originator any default, termination event, repurchase event or like event by or relating to Borrower or any ERISA Affiliate of its Affiliates shall fail to pay when duehave occurred under any agreement (other than an Agreement Document) that involves a commitment of $25,000,000 or more and provides for (x) the sale, after assignment or factoring of accounts receivables or (y) any other structured financing or off-balance sheet financing and, in the expiration case of any applicable such default, termination event or like event, shall have continued for the grace period, any installment payment if any, applicable thereto, and as a result (A) in the case of clause (x) ---------- next above, the obligation to purchase, take by assignment or factor such receivables shall have been terminated or the transferee of receivables shall have the right (with or without the passage of time or the giving of notice, or both) to terminate such obligation or (B) in the case of clause (y) next ---------- above, the obligations of the other party or parties to such other structured financing or off-balance sheet financing shall terminate or such other party or parties shall have the right to terminate such obligations; (h) A Bankruptcy Event with respect to Borrower or any of its withdrawal liability Material Subsidiaries shall occur; (i) There shall occur any event which materially and adversely affects the ability of Borrower to perform its obligations under any Agreement Document; (j) The Internal Revenue Service shall file notice of a lien pursuant to Section 4201 6323 of the Internal Revenue Code with regard to any of the assets of Borrower and such lien shall not have been released within 30 days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA under a Multiemployer Plan with regard to any of the assets of Borrower or any of its Affiliates; (k) Any Change in an aggregate amount Control shall occur; (l) Any judgments, decrees, or orders shall be rendered against Borrower or any of its Material Subsidiaries in excess of $5,000,000.15,000,000 in the aggregate and which are not, within a period of 30 days, either satisfied or stayed pending appeal; (m) Any Agreement Document shall (except in accordance with its terms), in whole or in part, cease to be in full force and effect or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by Borrower, any of its Affiliates or any such Person shall deny that it has any obligation thereunder; and (n) Any "Termination Event", as defined in the Receivables Transfer Agreement, shall occur and be continuing, provided, that if the only such -------- "Termination Event" is a Change in Control Termination Event, BofA's remedies will be limited as set forth in Section 7.02(e). ----------------

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Originator Seller shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party due and such failure shall continue for three (3) consecutive Business Days. (b) Any representation, warranty, certification or statement made by Originator Seller in this Agreement, any other Transaction Document 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 representation, warranty or certification relating to the particular character of any one or more Receivables, could reasonably be expected to have a Material Adverse Effect on the Receivables as a wholemade; provided that PROVIDED THAT the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdthreshold and PROVIDED FURTHER, that any misrepresentation or certification for which Purchaser has actually received a Purchase Price Credit from Seller shall not constitute a Termination Event hereunder. (c) Seller shall breach any covenant contained in Section 4.1(b)(i) which is not cured within three (3) Business Days, or Seller shall breach any covenant contained in Section 4.2(c) or 4.2(e), which is not cured within thirty (30) days, or Seller shall breach any covenant contained in Section 4.2(a), (b) or (d). (d) Seller shall breach, fail to perform or observe any covenant contained in any Section of this Agreement (which is not covered by another subsection, paragraph or clause of this Section 5.1) or of any other Transaction Document to which it is a party which is not remedied within thirty (30) days after written notice from Purchaser (or, at any time while the Loan Agreement remains in effect, Administrator). (e) Failure of Originator Seller or any of its Subsidiaries to pay any of its Material Indebtedness of Originator Debts when due; or the default by Originator Seller or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any such Material Indebtedness Debt was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Debt to cause such Material Indebtedness Debt to become due prior to its stated maturity; or any such Material Indebtedness Debt of Originator Seller or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled paymentpayment or as a result of the sale of an asset securing such Material Debt) prior to the date of stated maturity thereof. (i) Originator Seller 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 Originator 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) Originator Seller shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (df). (eg) A Change of Control shall occur. (fh) One Seller or more final judgments any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in an aggregate amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Originator and/or any of its Subsidiaries 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 twenty (20) consecutive days without a stay of execution. (g) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his resulted or could reasonably be expected to result in liability of Originator under Title IV of ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000; , which is not stayed on appeal or otherwise being appropriately contested in good faith. (iii) The Subordinated Note shall be assigned, pledged or otherwise transferred to any Person in violation of the aggregate amount of Unfunded-Pension Liability among all Pension Plans at any time exceeds $5,000,000; or (iii) Originator or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000last section thereof.

Termination Events. The occurrence of any one or more of the following events shall constitute a an “Termination Event”: (a) Originator the Seller, the Servicer or the Performance Guarantor shall fail to remit or fail to cause to be remitted to the Agent, any Purchaser Agent or any Purchaser (i) to make on any payment day when due any payment, prepayment or deposit required hereunder when due, of any amount to be remitted to reduce the Invested Amount or any portion thereof or (ii) to perform or observe within two (2) Business Days of becoming due, CP Costs, Yield, fees set forth in any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) Fee Letter or any other Transaction Document Aggregate Unpaids required to which it is a party be remitted to the Agent, any Purchaser Agent or any Purchaser; or (b) the Seller or the Servicer shall fail to deliver any Settlement Report and such failure shall continue for three (3) consecutive Business Days.Days after the date when such Settlement Report became due; or the Servicer shall fail to perform its duties and obligations as Servicer under the terms of this Agreement or any other Transaction Document and such failure remains unremedied for a period of ten (10) days after either (i) any Responsible Officer of the Servicer becomes aware thereof or (ii) written notice thereof to such Person by the Agent, any Purchaser Agent or any Purchaser; (bc) Any any representation, warranty, certification or statement made by Originator in the Seller, the Servicer or Schein under this Agreement, Agreement or any other Transaction Document or in any material agreement, certificate, report, appendix, schedule or document furnished by the Seller, the Servicer or Schein to the Agent, any Purchaser Agent or any Purchaser pursuant to or in connection with this Agreement or any other document delivered pursuant hereto or thereto Transaction Document shall prove to have been incorrect false or misleading in any material respect when as of the time made or deemed made and(including by omission of material information necessary to make such representation, warranty, certification or statement not misleading); or (d) a Change in Control shall occur with respect to the Performance Guarantor; (ii) Schein shall cease to (A) own 100% of the capital stock of the Seller or (B) own (directly or indirectly) 100% of the capital stock of each Originator (other than Schein); or (iii) Schein shall (A) consolidate or merge with or into any representationother Person other than as permitted under Section 7.4 hereof or (B) sell, warranty lease or certification otherwise transfer all or substantially all of its assets to any other Person unless Schein is the survivor of such transaction (unless, in each of clauses (i) through (iii), consented to in writing in advance by Agent in its sole discretion); or (e) except as otherwise provided in this Section 9.1, the Seller or Schein shall default or fail in the performance or observance of any other covenant, agreement or duty applicable to it contained herein and such default or failure shall continue for ten (10) Business Days after either (i) any Responsible Officer of the Seller or such Originator becomes aware thereof or (ii) written notice thereof to such Person by the Agent, any Purchaser Agent or any Purchaser; or (i) the Seller shall fail to pay any Indebtedness when due and such failure shall continue beyond the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; (ii) Schein or any of its Consolidated Subsidiaries (other than the particular character Seller) shall fail to pay any Indebtedness in excess of $75,000,000 of Schein or any one of its Consolidated Subsidiaries, as the case may be, or any interest or premium on such Indebtedness, in either case, when due (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; (iii) any other default under any agreement or instrument relating to any such Indebtedness or any other event shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness unless (A) BTMU is a party to such other agreement or instrument and (B) BTMU and the other requisite lenders thereunder consent to a written waiver of such default or other event in accordance with the terms of such agreement or instrument; or (iv) a final court decision of $75,000,000 or more Receivablesshall be rendered against Schein or any of its Consolidated Subsidiaries and (A) such amount remains unpaid and (B) such amount remains undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Schein or any of its Subsidiary to enforce any such judgment; or (i) the average of the Delinquency Ratios, computed for each of the immediately preceding three months, shall exceed 14.50%; (ii) the average of the Default Ratios, computed for each of the immediately preceding three months, shall exceed 2.00%; (iii) the average of the Dilution Ratios, computed for each of the immediately preceding three months, shall exceed 6.25%; or (iv) the average of the Portfolio Turnover, computed for each of the immediately preceding three months shall exceed 45 days; or (g) there shall be pending any litigation, investigation or proceeding, which the Seller is required to disclose pursuant to Section 7.1(i) hereof, which in the reasonable opinion of the Required Purchaser Agents is likely to materially adversely affect the financial position or results of operations of the Seller or Schein or materially impair the ability of the Seller or Schein to perform its respective obligations under the Transaction Documents; or (h) there shall have occurred any event or change in the financial condition or operations of the Seller, the Servicer, the Performance Guarantor or Schein which could reasonably be expected to have a Material Adverse Effect material adverse effect on (i) the ability of the Seller, the Servicer, the Performance Guarantor or Schein to perform its obligations under any Transaction Document, (ii) the legality, validity or enforceability of any Transaction Document, (iii) the Agent’s security interest in the Receivables as a wholegenerally or in any significant portion of such Receivables or the proceeds thereof, or (iv) the collectibility of the Receivables generally or of any material portion of such Receivables; provided that the materiality threshold in the preceding clause or (i) an Event of Bankruptcy shall not be applicable occur with respect to the Seller, the Servicer, any representation Originator, the Performance Guarantor or warranty which itself contains a materiality threshold.any of Schein’s material subsidiaries thereof; or (cj) Failure of Originator the Aggregate Invested Amount shall exceed the Purchase Limit and the Seller shall have failed to pay any Material Indebtedness to each Purchaser Agent for the benefit of Originator when duethe related Purchasers within three (3) days an amount to be applied to reduce the Aggregate Invested Amount (ratably, according to each Purchaser’s aggregate Invested Amount), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit; or (k) the Aggregate Investment amount exceeds the then applicable Purchase Limit or the Net Pool Balance shall at any time be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the Required Reserve; or (l) Schein resigns as Servicer; or (m) Schein shall default or fail in the performance or observance of any of the covenants set forth in Section 8.1 of the Credit Agreement as in effect on September 12, 2012 (without giving effect to any amendment, waiver, termination, supplement or other modification thereof unless consented to by Originator the Agent); or (n) a final court decision for $25,000 or more shall be rendered against the Seller; or; (o) the Performance Guarantor shall default or fail in the performance of any term, provision covenant or condition contained in any agreement under which any such Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of Originator 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) Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against Originator 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) Originator shall take any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (d).Performance Undertaking; or (ep) A Change the “Termination Date” or any “Termination Event” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Schein shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of Control shall occur.transferring Receivables to Seller under the Receivables Sale Agreement; or (fq) One or more final judgments for the payment of money this Agreement shall terminate in an aggregate amount in excess of $10,000,000, individually whole or in part (except in accordance with its terms), or shall cease to be effective or to be the aggregatelegally valid, binding and enforceable obligation of Seller, or any Seller Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability; or (r) the Performance Undertaking shall cease to be entered against Originator and/or 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; or (s) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any of its Subsidiaries on claims not covered by insurance the Purchased Assets or as to which any assets of the insurance carrier has denied its responsibilitySeller, Performance Guarantor or any Originator and such judgment lien shall continue unsatisfied and in effect for twenty not have been released within seven (207) consecutive days without days, or the PBGC shall, or shall indicate its intention to, file notice of a stay lien pursuant to Section 4068 of execution.ERISA with regard to any of the Purchased Assets; or (gt) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which his has resulted in, or could be reasonably be expected to result in liability have, a material adverse effect on the business, financial condition, operations or properties of Originator under Title IV of Schein and the ERISA to such Pension Plan, such Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000Affiliates taken as a whole; or (iiu) the aggregate amount Agent for the benefit of Unfunded-Pension Liability among all Pension Plans at the Secured Parties shall cease to have a valid, perfected, first priority security interest in the Receivables, the Related Security, any time exceeds $5,000,000; or (iii) Originator Collection Account or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000Lock-Box.