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) Any representation, warranty, certification or statement made or deemed made by 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any Transferor or Smithfield Support shall fail to make any payment required hereunder when due and such failure shall continue for two (2) 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 or deemed made by any of the Originators 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 false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection 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. (be) Any of the Originators Transferors, Smithfield Support or any of the Non-Excluded Subsidiaries shall become unable, admit in writing its inability or fail generally to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Daypay its Debts as they become due. (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 by any Person and (ii) discovery thereof by the applicable Originator. (ef) An Event of Bankruptcy shall occur with respect to Smithfield, SFFC, Smithfield Support or any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunderOriginator. (g) The Internal Revenue Service A Change of Control shall file notice of a lien pursuant to Section 6323 of the Code occur. (i) An ERISA Event shall have occurred or (ii) such other event or condition shall occur or exist with respect to amounts 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 judgments for the payment of money in an aggregate amount in excess of $100,000 150,000,000 (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, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in 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 the applicable subordinated loan agreement following the Buyer’s request therefor. (k) Any Transaction Document ceases to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any Transferor or any Non-Excluded Subsidiary, or at any time it is or becomes unlawful for any Transferor or any Non-Excluded Subsidiary to perform or comply with regard to its obligations under any Transaction Document, or the obligations of any of the Receivables Transferors or Related Security 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. (l) A regulatory, tax or accounting body has ordered that the activities of any Originator or any Affiliate of such lien Originator contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of such Originator or any Affiliate of such Originator contemplated hereby may reasonably be expected to cause such Originator or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences. (m) There shall not occur any loss, termination, cancellation or other material impairment of any governmental license, certificate, or permit by any Transferor or any Non-Excluded Subsidiary which is reasonably likely to have been released within thirty (30) daysa Material Adverse Effect.

Termination Events. The occurrence of any one or more of the following events shall constitute a “Termination Event”: (a) Any representation, warranty, certification the Borrower or statement the Servicer shall default in the payment of any amount required to be made under the terms of this Agreement and such default is not cured or deemed made by any of waived within three Business Days following the Originators in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.occurrence thereof; (bi) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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 Borrower shall fail to perform or observe in any material respect any other covenant or other agreement of the Borrower set forth in this Agreement and any other Transaction Document to which it is a party, or (ii) the Originator shall fail to perform or observe in any material respect any term, covenant or agreement under any of the Originator set forth in any other Transaction Documents Document to which it is a party, in each case when such failure continues unremedied for more than 20 days after written notice thereof shall have been given by the Agent or any 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 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 continues 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 thirty (30) 30 days from the date that is 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 applicable Borrower or the Originator by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any an officer of the Originators.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) A Performance Undertaking Default shall occurthe Borrower or the Originator agrees or consents to, or otherwise permits any amendment, modification, change, supplement or 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 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 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 Performance Undertaking shall cease to be effective or to be Non-USD Notional Amount of any Non-USD Loan being hedged is less than the legally valid, binding and enforceable obligation Outstanding Loan Balance of the Performance Guarantor, such Non-USD Loan on that day or (iii) any Interest Rate Hedge Transaction or Currency Hedge Transaction fails to meet the Performance Guarantor shall repudiate its obligations thereunder.requirements set forth in Section 5.2(a) or 5.2(b), respectively; (gl) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 the Trustee on behalf of the Code Secured Parties, shall fail for any reason to have a valid and perfected first priority security interest in any of the 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 making any payment required to be made with respect to any material recourse debt or other obligation to which either is a party and such default is not cured within the relevant cure period, or any such recourse debt or other obligation shall be declared to be due and payable or required to be prepaid (other than by scheduled payment) prior to its maturity; (i) a final judgment for the payment of money in 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 $100,000 with regard 2,500,000 or $250,000, respectively, in settlement of any litigation; (p) the Borrower shall become required to any 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 Receivables 1940 Act or Related Security any rules, regulations or orders issued by the SEC thereunder; (q) the business and such lien other activities of the Borrower or the Originator, including but not limited to, the acceptance of the Advances by 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 Borrower 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; (r) a Material Adverse Change in the operations of the Originator, the Servicer or the Borrower shall not have been released within thirty occur; or (30s) daysa 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.

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) make any payment or deposit required hereunder when due, or (ii) deliver any Purchase and Contribution Report when due, and, in either of the foregoing cases, such failure shall continue for two (2) Business Days. (b) Any representation, warranty, certification or statement made or deemed made by any of the Originators Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed mademade and, solely in the case of the representations made under Section 2.1(a), 2.1(e) and 2.1(h), shall continue to be materially incorrect for a period of thirty (30) days after such Originator obtains knowledge thereof; provided that the materiality threshold in this subsection the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any threshold and provided further, that any misrepresentation or certification for which Buyer received a Purchase Price Credit in accordance with Section 1.5 of the Originators this Agreement shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Daynot constitute a Termination Event hereunder. (c) Any of the Originators Originator shall fail to perform breach any covenant contained in Section 1.1(b4.1(b)(i) or Section 4.2 when due and, in the case of a failure to perform under (other than Section 4.2, such failure shall continue for five (5) Business Days after discovery thereof by the applicable Originator4.2(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 the Originators 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 term, covenant or agreement under any of the Transaction Documents and continues for Document to which it is a party which is not remedied within thirty (30) days after written notice from Buyer (or the date that is the earlier of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the OriginatorsAdministrator, as Buyer’s pledgee). (f) (i) A Performance Undertaking Default shall occurFailure of Jarden, any Originator or any of their material Subsidiaries to pay any Material Debt when due; (ii) default by Jarden or any of its Subsidiaries in the Performance Undertaking shall cease to be effective performance of any term, provision or to be the legally valid, binding and enforceable obligation of the Performance Guarantorcondition contained in any agreement under which any Material 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 Debt to cause such Material Debt to become due prior to its stated maturity; (iii) Material Debt of Jarden or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment or as a result of the Performance Guarantor shall repudiate sale of an asset securing such Material Debt) prior to the stated maturity thereof; or (iv) default by Jarden or any of its obligations thereunderSubsidiaries 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) The Internal Revenue Service (i) Any Originator or Performance Guarantor shall file notice 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 lien pursuant 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 Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to authorize any of the Receivables actions set forth in the foregoing clauses (i) or Related Security and such lien (ii) of this subsection (f). (h) A Change of Control shall not have been released occur. (i) Jarden or any of its Subsidiaries shall fail within thirty (30) daysdays to pay, bond or otherwise discharge, or stay execution of, one or more final judgment(s) or order(s) for the payment of money in excess of $30,000,000 in the aggregate (exclusive of judgment or order amounts fully covered by independent third-party insurance where the insurer has not disputed or denied coverage in respect of such judgment or order).

Termination Events. 6.1 Originator Termination Events The occurrence following events shall be construed as "Originator Termination Events" (a) the Originator shall fail to pay any amount due hereunder in accordance with the provisions hereof and such failure shall continue unremedied for a period of any one five Business Days from the earlier to occur of (i) 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 following events Aggregate Invested Amount; or (b) the Originator shall constitute a Termination Event: fail to observe or perform any other covenant or agreement applicable to it contained herein (other than as specified in sub-clause (a) Any representationof 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 made 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 deemed warranty made by any of the Originators 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 false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty , and which itself contains a materiality threshold. continues unremedied until ten (b10) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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) Local Business Days after discovery thereof the date on which written notice thereof, requiring the same to be remedied, shall have been given (A) to the Originator by the applicable Originator. Purchaser or the Trustee or (dB) Any to the Purchaser, to the Trustee and to the Originator by holders of Investor Certificates evidencing 25% or more of the Originators Aggregate Invested Amount, provided that if such incorrectness may be cured and the Originator is diligently pursuing such cure, such event shall fail to perform or observe any other term, covenant or agreement under any of not constitute the Transaction Documents and continues Originator Termination Event for an additional thirty (30) days from and provided further that the date that is Originator Termination Event shall not be deemed to have occurred under this sub-clause (c) based upon a breach of any representation or warranty set forth in Clause 3.3 if the earlier Originator shall have complied with the provisions of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.Clause 2.8 in respect thereof; or (ed) An Event of Bankruptcy shall occur the Originator has been terminated as Local Servicer with respect to any the Receivables originated by it, and not replaced as a Local Servicer by an affiliate of Huntsman ICI, following a Master Servicer Default under the OriginatorsServicing Agreement. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.6.2 Program Termination Events

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) Any representation, warranty, certification or statement made or deemed made by 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators Borrower shall fail to make any payment or deposit required hereunder of any monetary Borrower Obligation when due and such failure payable and the same shall continue remain unremedied for one Business Day or more; or (1b) 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 Day.Days or more after written notice thereof shall have been given by the Administrative Agent to the Borrower; or (c) Any (i) an Originator, the Borrower or the Parent or any of the Originators Parent's Subsidiaries shall fail to perform make 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur payment with respect to any of its Debts which, except with respect to the Originators.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 (fd) 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) A Performance Undertaking Default 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 occurbe deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (d) or (y) any of the events described in Section 9.01(e) shall have occurred; or (e) the Borrower, the Parent, the Member, any Subsidiary of the Parent or any Originator 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 any proceedings under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any petition thereunder 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 action in furtherance of any of the foregoing; 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 Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation present fair salable value of the Performance Guarantorassets 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 (iiiv) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables Borrower, the Parent, the Member, any Originator or Related Security and 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 lien shall not have been released within thirty (30) days.debts become due; or

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any Transferor or Smithfield Support shall fail to make any payment required hereunder when due and such failure shall continue for two (2) 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 or deemed made by any of the Originators 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 false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection 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. (be) Any of the Originators Transferors, Smithfield Support or any of the Non-Excluded Subsidiaries shall become unable, admit in writing its inability or fail generally to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Daypay its Debts as they become due. (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 by any Person and (ii) discovery thereof by the applicable Originator. (ef) An Event of Bankruptcy shall occur with respect to Smithfield, SFFC, Smithfield Support or any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunderOriginator. (g) The Internal Revenue Service A Change of Control shall file notice of a lien pursuant to Section 6323 of the Code occur. (i) An ERISA Event shall have occurred or (ii) such other event or condition shall occur or exist with respect to amounts 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 judgments for the payment of money in an aggregate amount in excess of $100,000 150,000,000 (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, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in 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 the applicable subordinated loan agreement following the Buyer’s request therefor. (k) Any Transaction Document ceases to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any Transferor or any Non-Excluded Subsidiary, or at any time it is or becomes unlawful for any Transferor or any Non-Excluded Subsidiary to perform or comply with regard to its obligations under any Transaction Document, or the obligations of any of the Receivables Transferors or Related Security 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. (l) A regulatory, tax or accounting body has ordered that the activities of any Originator or any Affiliate of such lien Originator contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of such Originator or any Affiliate of such Originator contemplated hereby may reasonably be expected to cause such Originator or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences. (m) There shall not occur any loss, termination, cancellation or other material impairment of any governmental license, certificate, or permit by any Transferor or any Non-Excluded Subsidiary which is reasonably likely to have been released within thirty (30) daysa Material Adverse Effect.

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 any of the Originators Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed mademade 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 this subsection the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (bc) Any Failure of Originator to pay any Material Indebtedness of Originator when due; or the Originators 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 fail be declared to make any payment or deposit required hereunder when be due and such failure shall continue for one payable or required to be prepaid (1other than by a regularly scheduled payment) Business Dayprior to the date of maturity thereof. (ci) 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 Originators shall fail to perform any covenant contained in Section 1.1(b) entry of an order for relief or 4.2 when due and, in the case appointment of a failure receiver, trustee or other similar official for it or any substantial part of its property or (iii) Originator shall take any corporate action 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 authorize any of the Transaction Documents and continues for thirty (30) days from actions set forth in the date that is the earlier of foregoing clauses (i) notice thereof to the applicable Originator by any Person and or (ii) discovery thereof by the applicable Originatorof 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 of Bankruptcy shall occur with respect to any 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 Originators. (f) (i) A Performance Undertaking Default shall occur, PBGC in an aggregate amount in excess of $5,000,000; (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation aggregate amount of the Performance Guarantor, 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 Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice expiration of a lien pursuant to Section 6323 of the Code any applicable grace period, any installment payment with respect to amounts its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days5,000,000.

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 due 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 five (5) consecutive Business Days 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 or deemed made by any of the Originators Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false (i) with respect to any representations, warranties, certifications or misleading 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; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (bc) Any (i) Failure of the Originators shall fail Originator to make pay any payment or deposit required hereunder Indebtedness when due in excess of $25,000,000 and such failure shall continue for one after any applicable grace period; or (1ii) Business Daythe default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity, 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 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. (cd) Any (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 Originators shall fail to perform entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any covenant contained in Section 1.1(b) or 4.2 when due 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 failure 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 perform under Section 4.2, such failure shall continue for five authorize any of the actions set forth in the foregoing clauses (5i) Business Days after discovery thereof by the applicable Originatoror (ii) of this subsection (d). (de) Any A Change of Control shall occur. (f) One or more final judgments for the Originators payment of money in an amount in excess of $25,000,000 in the aggregate, shall fail be entered against Originator on claims not covered by insurance or as to perform which the insurance carrier has denied its responsibility, and (i) enforcement proceedings have been commenced by any creditor upon any such judgement or observe any other term, covenant or agreement under any of the Transaction Documents (ii) such judgment shall continue unsatisfied and continues in effect for thirty (30) consecutive days from the date that is the earlier without a stay of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunderexecution. (g) The Internal Revenue Service Originator shall file notice fail to provide Buyer and its assigns, within fifteen (15) days of a lien the Initial Cutoff Date, acknowledgement copies evidencing the filing of UCC-3 financing statements substantially in the form of Exhibit VII amending the UCC-1 Financing Statements filed pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security Supplement Indentures Sixty-Eighth through Seventy-Fifth, Seventy-Seventh, Seventy-Ninth, Eightieth, Eighty-Third, and such lien shall not have been released within thirty (30) daysEighty-Seventh through Ninety.

Termination Events. The occurrence of any one or more of the following events shall constitute a be termination events (“Termination EventEvents”) hereunder: (a) Any representationdefault by the Borrower in the payment of any amount due and payable pursuant to Section 2.7(a)(ii), warrantyand 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, certification for a period of two (2) Business Days or statement made 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 deemed made the Originator to make any payment or deposit required by the terms of any Transaction Documents; or (f) failure on the part of the Borrower or the Originator in any material respect to observe or perform any of the Originators its covenants or agreements set forth in this Agreement, Agreement or any other Transaction Document and such failure continues unremedied for more than 30 Business Days after written notice to the Borrower or the Originator (or 60 days if necessary to remedy such default); or (g) any representation or warranty made or deemed to be made by the Borrower or the Originator 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 misleading incorrect in any material respect when made, deemed made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due delivered, and such failure shall continue continues unremedied for one more than 30 days after the earlier of (1x) Business Day.the date on which the Borrower or Credit Acceptance discovers such breach or (y) the date on which the Borrower or Credit Acceptance receives written notice of such breach; or (ch) Any the occurrence of an Insolvency Event relating to the 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 Originators Investment Company Act of 1940; or (j) a regulatory, tax or accounting body has ordered that the activities of the Borrower or any Affiliate of the Borrower contemplated hereby be terminated or may reasonably be expected to cause the Borrower or any Affiliate to suffer materially adverse regulatory, accounting or tax consequences; or (k) there shall fail to perform exist any covenant contained in Section 1.1(bevent or occurrence that has a reasonable possibility of causing a Material Adverse Effect; or (l) the Borrower, the Servicer or 4.2 when due andCredit 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 failure to perform under Section 4.2, valid and perfected first priority security interest in a material portion of the Collateral and such failure shall continue for five has not been remedied within ten (510) Business Days after discovery thereof by Days; provided that, the applicable Originator.portion of the Collateral in which the Collateral Agent does not have a valid and perfected first priority security interest will be material if the outstanding balance of the related Contracts exceeds 3% of the Aggregate Outstanding Eligible Loan Balance of all Eligible Contracts; or (dn) Any of the Originators any Change-in-Control 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 by any Person and (ii) discovery thereof by the applicable Originator.occur; or (eo) An Event cumulative Collections are less than 65% of Bankruptcy shall occur with respect to Credit Acceptance’s cumulative Forecasted Collections for any of the Originatorsthree consecutive Collection Periods. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

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: (ai) Any representationeither party may terminate the Agreement if Dr. Crystal dies, warrantybecomes disabled such that he cannot continue his employment at the Medical College, certification terminates his employment at the Medical College, or statement made or deemed made by any of his employment at the Originators in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.Medical College is otherwise terminated; (bii) Any of either party may terminate the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day. (c) Any of the Originators shall fail to perform any covenant contained in Section 1.1(b) or 4.2 when due andAgreement if, in the case reasonable judgment of the terminating party, termination is necessitated by reason of a failure to perform under Section 4.2change in Laws; provided, however, that the Sponsor shall not use as a ground of termination such failure shall continue for five (5) Business Days after discovery thereof a change which could be cured by a revision of Dr. Crystal's relationship with the applicable Originator.Sponsor; (diii) Any 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 Originators shall fail to perform or observe any other term, covenant or agreement under any Agreement would affront legitimate interests of the Transaction Documents 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 continues for has failed to remedy such breach within ten (10) days in relation to a payment-related breach, and thirty (30) days from the date that is the earlier in relation to other breaches, following written notice thereof. For purposes of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof this Section 8, a failure by the applicable OriginatorSponsor to make any payment required pursuant to Section 5 shall be deemed a material breach. (ev) An Event In the event that a party intends to terminate the Agreement under Section 8.1(ii), (iii) or (iv), the party shall give written notice to that effect to the other party, which notice shall effect forthwith suspension of Bankruptcy 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 with respect to any of if (a) arbitration is not so initiated, or (b) the Originatorsarbitrator finds that termination was reasonable. (fvi) (i) A Performance Undertaking Default shall occurSponsor may provide notice of termination any time for any reason after October 1, (ii) the Performance Undertaking shall cease to 1999, and in any such case, such termination will be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or twelve (iii12) the Performance Guarantor shall repudiate its obligations thereundermonths thereafter. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

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) Any any Transaction Party shall fail to make any payment or deposit required to be made by it hereunder or under any of the Transaction Documents when due hereunder or thereunder and such failure remains unremedied for one Business Day; or (b) any representation, warranty, certification or statement made or deemed made by any of the Originators Transaction Party in this Agreement, any other Transaction Document to which it is a party 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 false or misleading incorrect in any material respect when made or deemed made; provided , other than any breach of a representation relating to a Receivable that the materiality threshold in this subsection shall not be applicable with respect has been repurchased pursuant to any representation or warranty which itself contains a materiality threshold. (b) Any Section 2.03 of the Originators shall fail to make North American Originator Purchase Agreement or any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.similar provision in a European Originator Purchase Agreement; or (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 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 under contained in this Agreement or any other Transaction Document on its part to be performed or observed and, solely in the case of the this clause (ii), such failure shall remain unremedied for ten days after a Responsible Officer of such Transaction Documents and continues for thirty Party has actual knowledge or receives written notice thereof; or (30d) days from the date any event or condition occurs that is the earlier of (i) notice thereof results in any Material Indebtedness becoming due prior to the applicable Originator by any Person and its scheduled maturity or (ii) discovery thereof by enables or permits (with all applicable grace periods having expired) the applicable Originator.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) An any Event of Bankruptcy shall occur with respect to any of the Originators.Transaction Party; or (f) (i) A Performance Undertaking Default shall occurthe Administrative Agent, (ii) on behalf of the Performance Undertaking shall Conduit Lenders and the Committed Lenders, shall, for any reason, fail or cease to be effective or to be have a valid and perfected first priority security interest in the legally validCollateral or, binding and enforceable obligation following the execution of the Performance GuarantorEuropean 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 (iii) there shall exist any other Adverse Claims on the Performance Guarantor shall repudiate its obligations thereunder.Collateral or such Charged Assets other than Permitted Adverse Claims; or (g) The Internal Revenue Service a Collection Agent Default shall file notice 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 lien pursuant to Section 6323 of material adverse effect on (A) the Code with respect to amounts in excess of $100,000 with regard to any validity, enforceability or collectibility of the Receivables taken as a whole or Related Security (B) the ability of any Transaction Party to perform its obligations under the Transaction Documents; or (j) the Percentage Factor exceeds the Maximum Percentage Factor, as determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement, and such circumstance remains unremedied for three consecutive Business Days; or (k) 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 shall not have has been released within thirty (30filed against any Transaction Party under Section 412(n) days.of the IRC 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 IRC or Section 302(f) of ERISA applies; 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) Any representation, warranty, certification or statement made or deemed made the death of Employee; (2) the termination of Employment as a result of Employee’s Disability (as defined in Section 4.1(b) of this Agreement) of Employee; (3) the termination of Employee’s employment by any Employee without Good Reason (as defined in Section 4.1(d) of this Agreement); (4) 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) months of the Originators in this Agreementinception of the event giving rise to the Good Reason; provided, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove 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 have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdcorrect it. (b) Any Except as is provided in the last sentence of this Section 4.1(b), 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 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 this Agreement to the contrary, to the extent necessary to prevent a violation of section 409A of the Originators shall fail to make Internal Revenue Code (and any payment guidance issued thereunder), “Disability” means a medically determinable physical or deposit required hereunder when due and such failure shall continue mental impairment which qualifies Employee for one (1) Business Day. (c) Any of total disability benefits under the Originators shall fail to perform any covenant contained in Section 1.1(b) or 4.2 when due andSocial Security Act and/or which, 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 opinion 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 SBG (30) days from the date that is the earlier of based upon such evidence as it deems satisfactory): (i) notice thereof can be expected to the applicable Originator by any Person result in death or to last at least twelve (12) months, and (ii) discovery thereof by the applicable Originatorwill prevent Employee from performing any substantial gainful activity. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any representation, warranty, certification or statement made or deemed made by 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators Originator shall fail (i) to make any payment or deposit required hereunder when due and, for any such payment or deposit which is not in respect of principal, such failure continues for three (3) consecutive Business Days, or (ii) to perform or observe any 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 (other than as referred to in clause (i) of this paragraph (a)) under any other Transaction Document to which it is a party and such failure shall continue for one fifteen (115) Business Dayconsecutive days (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 thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date 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; provided, however, that the materiality threshold in the preceding clause shall not be applicable with respect to any representation, warranty, certification or statement that itself contains any materiality threshold, including Material Adverse Effect. (c) Any Failure of any Originator or any of its Affiliates to pay any Indebtedness when due in excess of $50,000,000; or the default by any Originator in the performance of any term, provision or condition contained in Sections 6.01A, 6.05A, 6.06A, 6.08A, 6.11A, 6.13A, 6.14A, 6.15A or 6.16A of the Originators Senior Credit Agreement or any such Indebtedness of an Originator or any of its Affiliates shall fail be declared to perform any covenant contained in Section 1.1(bbe due and payable or required to be prepaid (other than by a regularly scheduled payment) or 4.2 when due and, in prior to the case date of a failure to perform under Section 4.2, such failure shall continue for five (5) Business Days after discovery thereof by the applicable Originatormaturity thereof. (d) Any of the Originators shall fail to perform Originator or observe any other term, covenant or agreement under 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 Transaction Documents and continues for thirty (30) days from the date that is the earlier benefit of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originatorcreditors. (e) An Event of Bankruptcy shall occur with respect to any Originator or any of the Originatorsits Subsidiaries. (f) (i) A Performance Undertaking Default Change of Control shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) One or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for sixty (60) consecutive days without a stay of execution. (h) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or 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 been released within thirty a Material Adverse Effect. (30j) daysAn ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred for all periods and are then outstanding, could reasonably be expected to result in liability of the Performance Guarantor or any of its Subsidiaries in an aggregate amount in excess of $50,000,000.

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) Any any Transaction Party shall fail to make any payment or deposit required to be made by it hereunder or under any of the Transaction Documents when due hereunder or thereunder and such failure shall remain unremedied for one Business Day; or (b) any representation, warranty, certification or statement made or deemed made by any of the Originators Transaction Party in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading 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; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.or (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 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 under contained in this Agreement or any other Transaction Document on its part to be performed or observed and, solely in the case of the Transaction Documents and continues this clause (ii), such failure shall remain unremedied for thirty ten (3010) days from the date that is the earlier of after such Transaction Party has knowledge or receives notice thereof; or (i) notice thereof 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 applicable Originator by any Person same shall become due and payable; or (ii) discovery thereof by 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 Originator.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) An any Event of Bankruptcy shall occur with respect to any of the Originators.Transaction Party; or (f) (i) A Performance Undertaking Default shall occurthe Buyer shall, (ii) the Performance Undertaking shall for any reason, fail or cease to be effective or have good marketable title to be the legally validReceivables and Related Security and Collections with respect thereto, binding free and enforceable obligation clear of any Adverse Claims (other than Adverse Claims created hereunder and under the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder.Receivables Purchase Agreement); or (g) The Internal Revenue Service any Change of Control shall file occur; or (h) 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 on (A) the ability of the Buyer or the Originator to perform its obligations under the Transaction Documents or (B) the collectibility of the Receivables; or (i) any Transaction Party receives notice or becomes aware that (i) a notice of federal tax lien has been filed against any Transaction Party or (ii) a notice of lien pursuant to has been filed against any Transaction Party under Section 6323 412(n) of the Code with respect IRC or Section 302(f) of ERISA for a failure to amounts make a required installment or other payment to a plan to which Section 412(n) of the IRC or Section 302(f) of ERISA applies; or (j) one or more judgments for the payment of money in an aggregate amount in excess of $100,000 25,000,000 (except in each case to the extent covered by insurance or other right of reimbursement or indemnification), or which have or would reasonably be expected to have a Material Adverse Effect, shall be rendered against the Originator, any Subsidiary or any combination thereof and the same shall 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 have occurred upon notice to the Originator (in which case the Termination Date shall be deemed to have occurred); provided, however, that, automatically upon the occurrence of any Event of Bankruptcy with regard respect to any Transaction Party (without any requirement for the giving of notice), the Receivables Termination Date shall occur. Upon any such declaration or Related Security upon such automatic termination, the Buyer and such lien its assigns shall not have, in addition to the rights and remedies which it may have been released within thirty (30) daysunder this Agreement, all other rights and remedies provided after default under the 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 be Termination EventEvents (“Termination Events”) hereunder: (a) Any representation, warranty, certification a Servicer Default occurs and is continuing; or (b) failure on the part of either Seller or statement made or deemed made by 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit (including without limitation with respect to Collections) required hereunder when due by the terms of any Transaction Document on the day such payment or deposit is required to be made and such failure shall continue the same continues unremedied for one (1) two Business Day.Days; or (c) Any the occurrence 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An an Insolvency Event of Bankruptcy shall occur with respect relating to any of the Originators., either Seller, the Servicer or any Affiliate of any of the Originators which is a party to a Permitted Securitization Transaction; or (d) either 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 (e) a regulatory, tax or accounting 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 event or circumstance, the activities of either Seller contemplated hereby may reasonably be expected to cause such Seller or any of its respective Affiliates to suffer materially adverse regulatory, accounting or tax consequences; or (f) (i) A Performance Undertaking Default there shall occur, (ii) the Performance Undertaking shall cease to be effective exist any event or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder.occurrence that has caused a Material Adverse Effect; or (g) The the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any assets of either Seller or any of the Receivables or Related Security Originators and such lien shall not have been released within thirty 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 either Seller or any of the Originators and such lien shall not have been released within five Business Days; or (30h) days.any Change-in-Control shall occur; or (i) (i) unless otherwise cured pursuant to Section 2.4(b), 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 either Seller, any of the Originators or the Servicer, (ii) either Seller, any of the Originators, 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

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 due 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 five (5) consecutive Business Days 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 or deemed made by any of the Originators Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false (i) with respect to any representations, warranties, certifications or misleading 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; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (bi) Any Failure of the Originators shall fail Originator to make pay any payment or deposit required hereunder Indebtedness when due in excess of $25,000,000 and such failure shall continue for one (1) Business Day. (c) Any of the Originators shall fail to perform after any covenant contained in Section 1.1(b) applicable grace period; 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease default by Originator in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to be effective cause, or to be permit the legally validholder or holders of such Indebtedness to cause, binding and enforceable obligation such Indebtedness to become due prior to its stated maturity, unless the obligor under or holder of the Performance Guarantorsuch 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 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 Performance Guarantor date of maturity thereof; or (iv) any Indenture Event of Default shall repudiate its obligations thereunderoccur. (gi) The Internal Revenue Service Originator shall file notice 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 a lien pursuant creditors; or (ii) any proceeding shall be instituted by or against Originator seeking to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables adjudicate it bankrupt or Related Security and such lien shall not have been released within thirty (30) days.insolvent, or seeking liquidation, winding up, reorganization,

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) Any representation, warranty, certification or statement made or deemed made by any failure on the part of the Originators in this AgreementBorrower, the Servicer or any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail Guarantor to make any payment or deposit (including, without limitation, the payment in full of all Advances and other Obligations on the Termination Date and any failure to remit Collections or make any other payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day. (c) Any to be made by it pursuant to the terms of the Originators shall fail Transaction Documents) required by the terms of any Transaction Document on the day such payment or deposit is required to perform any covenant contained in Section 1.1(b) be made and the same continues unremedied for two Business Days (or 4.2 when due and, one Business Day in the case of a failure to perform payment due under Section 4.2, such failure shall continue for five (5) Business Days after discovery thereof by the applicable Originator.2.6(b)); or (db) Any the failure of the Originators Borrower, the Originator, any Guarantor, the Servicer (for purposes of this Section 10.1, references to the “Servicer” shall fail to perform only apply while NewStar Business Credit, LLC or observe any other term, covenant or agreement under any of the Transaction Documents and continues for thirty (30) days from the date that its Affiliate is the earlier of (iServicer) notice thereof to the applicable Originator by make any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur payment when due with respect to any of its debt or other obligations in excess of $250,000 in the Originators.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 made by the Borrower, the Servicer, the Originator or any Guarantor in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been materially incorrect when made, and which continues to be unremedied for a period of 15 days (or 30 days with respect to NewStar Financial, Inc.) 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 Borrower, the Servicer, the Originator or such Guarantor, as applicable, by the 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 failure on the part of the Borrower, the Originator, the Servicer or any Guarantor duly to observe or perform in any material respect any of its respective covenants or agreements set forth in this Agreement or the 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 the Borrower, the Originator, the Servicer or such Guarantor, as applicable, acquires knowledge thereof; or (e) the occurrence of an Insolvency Event relating to NewStar Financial, Inc., the Borrower, the Originator, the Servicer or any Guarantor; or (f) the occurrence of a Servicer Default; or (g) the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of $1,000,000 (or in the aggregate of $7,500,000 with respect to NewStar Financial, Inc.), against the Borrower, the Originator, the Servicer or any Guarantor, and the Borrower, the Originator, the Servicer or such Guarantor, as applicable, shall not have either (i) A Performance Undertaking Default shall occurdischarged, paid or provided for the discharge of any such judgment, decree or order in accordance with its terms by the time required in such judgment, decree or order, or (ii) perfected a timely appeal of such judgment, decree or order and caused the Performance Undertaking shall 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 Performance 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 Advances Outstanding on any day exceeds the Maximum Availability on such day and the same continues unremedied for two Business Days of the Borrower’s or the Servicer’s actual knowledge thereof; or (j) the occurrence of any event 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 (m) 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 existing instructions with any Lockbox Account Bank such that the amounts on deposit in the applicable Lockbox Account shall not, or shall cease to, be swept daily to the Collection Account; provided that this clause (iiio) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysapply to the extent that such Lockbox Account contains only, and will continue to contain only, Excluded Amounts.

Termination Events. The occurrence of If any one or more of the following events (each a “Termination Event”) shall occur: (i) the Borrower, any Originator, the Performance Guarantor, or the Servicer shall fail to perform or observe any term, covenant or agreement 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 any such failure which would constitute a Termination Event:Event under clause (ii) 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 and such failure shall continue unremedied for five (5) Business Days or (iii) Rackspace US shall resign as Servicer, and no successor Servicer reasonably satisfactory to the Administrative Agent shall have been appointed; (ab) 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 the Borrower, any Originator, the Performance Guarantor or the Servicer (or any of the Originators 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 false incorrect or misleading untrue in any material respect when made or deemed made; provided that made or 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 materiality threshold 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 this subsection shall not be applicable favor of the Administrative Agent with respect to the Collateral, free and clear of any representation or warranty which itself contains a materiality threshold.Adverse Claim other than any Permitted Adverse Claim; (bf) Any 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 Originators 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 make pay the principal of any payment 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 deposit required transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder when due 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 one more than (1) Business 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 (510) Business Days after discovery Borrower’s knowledge thereof (or such longer period as may approved by the applicable Originator.Administrative Agent (such approval not to be unreasonably withheld or delayed)); (dk) Any of the Originators a Reportable Event 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occurhave occurred, (ii) the Performance Undertaking 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; or (l) the Borrower shall be required to register as an “investment company” within the meaning of the Investment Company Act; (m) any material provision of this Agreement or any other Transaction Document shall cease to be effective in full force and effect or to be any of the legally validBorrower, binding and enforceable obligation of any Originator, the Performance Guarantor or the Servicer shall so state in writing; or (n) the failure by the Borrower, any Originator, the Performance Guarantor, the Servicer or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant any Material Subsidiary to Section 6323 of the Code with respect to amounts pay one or more final judgments aggregating in excess of $100,000 75,000,000 (or solely with regard respect to the Borrower, $15,775) (in each case, to the extent not covered by insurance), which judgments are not discharged or effectively waived or stayed for a period of 45 consecutive days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Receivables Borrower, any Originator, the Performance Guarantor, the Servicer or Related Security any Material Subsidiary to enforce any such judgment; then, and in any such lien 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 not be deemed to have been released within thirty occurred) and (30y) daysdeclare the Aggregate Capital and all other Borrower Obligations to be immediately due and payable (in 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 the giving of notice) described in subsection (e) of this Section 10.01 with respect to 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 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 and under other Applicable Law, which rights and remedies shall be cumulative. Any proceeds from liquidation of the Collateral shall be applied in the order of priority set forth in Section 4.01.

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) Any representation, warranty, certification or statement made or deemed made the death of Employee; (2) the termination of Employee’s employment as a result of Employee’s Disability (as defined in Section 4.1(b) of this Agreement) of Employee; (3) the termination of Employee's employment by any Employee without Good Reason (as defined in Section 4.1(d) of this Agreement); (4) 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) months of the Originators 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, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold). (b) Any For the purposes of the Originators shall fail to make any payment this Agreement, "Disability" means Employee's inability, whether mental or deposit required hereunder when due and such failure shall continue for one (1) Business Day. (c) Any of the Originators shall fail physical, to perform the normal duties of Employee's position for ninety (90) days (which need not be consecutive) during any covenant contained in Section 1.1(btwelve (12) or 4.2 when due andconsecutive month period, in and the case effective date of such Disability shall be the day next following such ninetieth (90th) day. If the Company and Employee are unable to agree as to whether Employee is disabled, the question will be decided by a failure physician to perform under Section 4.2, such failure shall continue for five (5) Business Days after discovery thereof be paid by the applicable Originator. (d) Any of Company and designated by the Originators shall fail to perform or observe any other termCompany, 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 subject to the applicable Originator by any Person approval of Employee (which approval may not be unreasonably withheld) whose determination will be final and (ii) discovery thereof by binding on the applicable Originatorparties. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

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 (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in 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 five (5) consecutive Business Days. (b) Any material representation, warranty, certification or statement made or deemed made by any of the Originators either Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect incorrect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day. (c) Any Failure of either Originator to pay any Indebtedness 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 Originators shall fail to perform default by either Originator in the performance of any covenant term, provision or condition contained in Section 1.1(b) any agreement under which any such Indebtedness was created or 4.2 when due andis governed, in the case effect of a failure which is to perform under Section 4.2cause, or to permit the holder or holders of such Indebtedness to cause, such failure Indebtedness to become due prior to its stated maturity; or any such Indebtedness of either Originator shall continue for five be declared to be due and payable or required to be prepaid (5other than by a regularly scheduled payment) Business Days after discovery thereof by prior to the applicable Originatordate of maturity thereof. (d) Any 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 Originators benefit of creditors; or any proceeding shall fail be instituted by or against either Originator or any of its respective Subsidiaries seeking to perform adjudicate it bankrupt or observe any other terminsolvent, covenant or agreement 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 Transaction Documents and continues entry of an order for thirty (30) days from relief or the date that is the earlier appointment of (i) notice thereof to the applicable Originator by a receiver, trustee or other similar official for it or any Person and substantial part of its property or (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to either Originator or any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.respective Subsidiaries shall

Termination Events. The occurrence of any one or more of the following events shall constitute a be termination events (“Termination EventEvents”) hereunder: (a) Any representationdefault by the Borrower in the payment of any amount due and payable pursuant to Section 2.7(a)(ii), warrantyand 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 Class A Stated Final Maturity Date, certification the Class B Stated Final Maturity Date or statement made the Class C Stated Final Maturity Date, as applicable; or (c) the Aggregate Term Loan Balance exceeds, for a period of two (2) Business Days or deemed made 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 to make any payment or deposit required by the terms of any Transaction Documents; or (f) failure on the part of the Borrower or the Originator in any material respect to observe or perform any of the Originators its covenants or agreements set forth in this Agreement, Agreement or any other Transaction Document and such failure continues unremedied for more than 30 Business Days after written notice to the Borrower or the Originator (or 60 days if necessary to remedy such default); or (g) any representation or warranty made or deemed to be made by the Borrower or the Originator 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 misleading incorrect in any material respect when made, deemed made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due delivered, and such failure shall continue continues unremedied for one more than 30 days after the earlier of (1x) Business Day.the date on which the Borrower or Credit Acceptance discovers such breach or (y) the date on which the Borrower or Credit Acceptance receives written notice of such breach; or (ch) Any the occurrence of an Insolvency Event relating to the 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 Originators Investment Company Act; or (j) a regulatory, tax or accounting body has ordered that the activities of the Borrower or any Affiliate of the Borrower contemplated hereby be terminated or may reasonably be expected to cause the Borrower or any Affiliate to suffer materially adverse regulatory, accounting or tax consequences; or (k) there shall fail to perform exist any covenant contained in Section 1.1(bevent or occurrence that has a reasonable possibility of causing a Material Adverse Effect; or (l) the Borrower, the Servicer or 4.2 when due andCredit 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 failure to perform under Section 4.2, valid and perfected first priority security interest in a material portion of the Collateral and such failure shall continue for five has not been remedied within ten (510) Business Days after discovery thereof by Days; provided that, the applicable Originator.portion of the Collateral in which the Collateral Agent does not have a valid and perfected first priority security interest will be material if the outstanding balance of the related Contracts exceeds 3% of the Aggregate Outstanding Eligible Loan Balance of all Eligible Contracts; or (dn) Any any Change-in-Control shall occur; (o) Cumulative Actual Collections, as determined at the end of the Originators shall fail to perform or observe any other termrelated Collection Period, covenant or agreement under any expressed as a percentage of the Transaction Documents and continues Cumulative Forecasted Collections, as determined at the end of the related Collection Period, are less than 75% of Cumulative Forecasted Collections for thirty (30) days from the date that is the earlier of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.three consecutive Collection Periods; or (ep) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking Transaction Document shall cease to be effective or to be the legally valid, binding in full force and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereundereffect. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each a “Termination Event”) shall occur: (a) Any representationSPV Entity, warrantyPerformance Guarantor, certification any Originator or statement any Servicer shall fail to make when due any payment or deposit required 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, Performance Guarantor, any Originator or any Servicer (or any of the Originators their respective officers) under or in connection with this Agreement, Agreement or any other Transaction Document or in any information or report delivered by any SPV Entity, Performance Guarantor, any Originator or any Servicer pursuant to this Agreement or any other document delivered pursuant hereto or thereto Transaction Document, shall prove to have been false incorrect or misleading untrue in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation made or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due delivered, and such failure incorrect or untrue representation, warranty, information or report, solely to the extent capable of cure, shall continue unremedied for one thirty (130) Business Day.days; (c) Any of the Originators shall fail to perform any covenant contained in Section 1.1(b) SPV Entity, Performance Guarantor, any Originator 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 any Servicer shall fail to perform or observe any other term, covenant or agreement under this Agreement or any other Transaction Document (other than any such failure which would constitute a Termination Event under another clause set forth in this definition of “Termination Event”), and such failure, solely to the Transaction Documents and continues extent capable of cure, shall continue unremedied for thirty (30) days from 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 date that is the earlier of (i) notice thereof Administrative Agent with respect to the applicable Originator by Sold Assets or Pledged Collateral, free and clear of any Person and (ii) discovery thereof by the applicable Originator.Adverse Claim; (e) An Event an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Bankruptcy any SPV Entity, Performance Guarantor, 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, Performance Guarantor, any Originator or any Servicer or for a substantial part of their respective assets, and, in any such case, such proceeding or petition shall occur with respect to continue undismissed for 60 days or an order or decree approving or ordering any of the Originators.foregoing shall be entered; (f) any SPV Entity, Performance Guarantor, any Originator or any Servicer shall (i) A Performance Undertaking Default shall occurvoluntarily 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, Performance Undertaking Guarantor, 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) Business Days following any SPV Entity’s or any Servicer’s actual knowledge or receipt of notice thereof; (h) any Seller, Performance Guarantor, any Originator or any Servicer fails to make any payment (whether of principal or interest) in respect of any Material Indebtedness when and as the same shall become due and payable, after giving effect to any period of grace specified for such payment in the agreement or instrument governing such Material Indebtedness; (i) any event or condition exists under any Material Indebtedness of the any SPV Entity, Performance Guarantor, any Originator or any Servicer that causes such Material Indebtedness to become due prior to its 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 or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that no Termination Event shall arise under this clause (i) due to (i) any secured Material Indebtedness becoming due solely as a result of the voluntary sale or transfer of the assets securing such Material Indebtedness or (ii) any Material Indebtedness that becomes due as a result of a refinancing thereof, in each case, so long as such Material Indebtedness is paid or otherwise satisfied as a result thereof within two Business Days of when due; (j) any of the following shall occur: (A) the average Default Ratios for any three consecutive Fiscal Months exceeds 3.00%; (B) the average Delinquency Ratios for any three consecutive Fiscal Months exceeds 18.50%; (C) the average Dilution Ratios for any three consecutive Fiscal Months exceeds 5.25%; or (D) the Days’ Sales Outstanding exceeds 50 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 effective in full force and effect (except to the extent resulting from an act or to be the legally validomission of any Purchaser Party or any of their respective Affiliates), binding and enforceable obligation or any of the any SPV Entity, Performance Guarantor, any Originator or any Servicer (iiior 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 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 Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect regard to amounts in excess any assets of $100,000 any SPV Entity, Performance Guarantor, any Originator or any Servicer, or (ii) the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA, Section 303(k) of ERISA, or 430(k) of the Code with regard to any of the Receivables assets of any SPV Entity or Related Security any of its ERISA Affiliates; (r) (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 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, with respect to each of clause (i) through (ix), that either individually or 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, Performance Guarantor, 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 lien 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 30 consecutive days, and the aggregate amount of all such judgments equals or exceeds $50,000,000 (or 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 been released within thirty occurred (30in which case the Maturity Date shall be deemed to have occurred), and (y) daysdeclare 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 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 3.01.

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) Any representation, warranty, certification or statement made or deemed made by 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators Seller shall fail to make any payment or deposit required hereunder of any monetary Seller Obligation when due and such failure payable and the same shall continue remain unremedied for one (1) Business Day.Day or more; or (cb) Any the Seller, any Significant Originator, any Significant Originator Group, any Transferor, BMPI, the Parent or the Servicer 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 8.01) and the same shall remain unremedied for ten (10) Business Days or more following the earlier to occur of an Authorized Officer of the Originators Seller becoming aware of such breach and the Seller’s receipt of written notice thereof; or (i) any Significant Originator, any Significant Originator Group, the Seller, any Transferor, BMPI or the Parent shall fail to perform make any covenant contained in Section 1.1(b) principal 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur interest payment with respect to any of its Debts which is in an aggregate principal amount in excess of $100,000,000, when and as the Originators.same shall become due and payable (after giving effect to an applicable grace period), which failure results in such Debt becoming due prior to its scheduled maturity or enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Debt or any trustee or agent on its or their behalf to cause such Debt to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or that is a failure to pay such Debt at its maturity; or (ii) a default or breach or other occurrence shall occur under any agreement, document or instrument to which any Significant Originator, any Significant Originator Group, the Seller, any Transferor or the Parent is a party or by which it or its property is bound (other than a Related Document) which relates to a Debt which is in an aggregate principal amount in excess of $100,000,000, that results in such Debt 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 such Debt or any trustee or agent on its or their behalf to cause such Debt to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that clause (ii) shall not apply to secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt if such sale or transfer is otherwise permitted hereunder; or (fd) a case or proceeding shall have been commenced against any Originator, any Transferor, the Seller, BMPI or the Parent 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) A Performance Undertaking Default 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, so long as the Seller is not a debtor in any such case or proceedings, such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall occurbe deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (d) or (y) any of the events described in Section 8.01(e) shall have occurred; or (e) any Originator, the Seller, the Parent, BMPI or any Transferor 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 Performance Undertaking shall cease to be effective institution of any proceedings under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to be the legally validfiling of any petition thereunder or to the appointment of or taking possession by a custodian, binding and enforceable obligation 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 Performance Guarantorbenefit of creditors, or (iiiiv) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice take any corporate or limited liability company, as applicable, action in furtherance of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.foregoing; or

Termination Events. 14 The occurrence of any one or more of the following events shall constitute a Termination Event: (a) The Parent shall fail (i) to make any payment or deposit required hereunder when due, which failure shall continue for two (2) days 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 PARAGRAPH b) or any other Transaction Document to which it is a party and such failure shall continue for fifteen (15) days. (b) [Reserved]. (c) Any representation, warranty, certification or statement made or deemed made by any of the Originators Parent in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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 Failure of the Originators shall fail Parent to perform pay any Material Indebtedness when due; or observe the Parent at any other termtime has less than $50,000,000 in cash, covenant or agreement less than $50,000,000 available to be drawn under committed lines of credit; or any Material Indebtedness of the Transaction Documents Parent shall be declared to be due and continues for thirty payable or required to be prepaid (30other than by a regularly scheduled payment) days from prior to the date that is the earlier of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originatormaturity thereof. (e) An Event of Bankruptcy shall occur have occurred and remain continuing with respect to the Parent or any of the Originatorsits Subsidiaries. (f) The Parent shall become an "investment company" within the meaning of the Investment Company Act of 1940 and the rules and regulations thereunder; (g) A Change of Control shall occur; (h) One or more final judgments for the payment of money in an amount in excess of $20,000,000 individually or in the aggregate, shall be entered against the Parent 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 thirty (30) consecutive days without a stay of execution. (i) A Performance Undertaking Default shall occurExcept such matters as described in EXHIBIT VII delivered on the Closing Date, any Plan of the Parent or any of its ERISA Affiliates: (ii) the Performance Undertaking shall cease fail to be effective or to be funded in accordance with the legally validminimum funding standard required by applicable law, binding and enforceable obligation the terms of such Plan, Section 412 of the Performance GuarantorTax 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 applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or (iii) is being, or has been, terminated or the Performance Guarantor subject of termination proceedings under applicable law or the terms of such Plan; or (iv) shall repudiate require the Parent or any of its obligations thereunderERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or (v) results in a liability to the Parent or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA; and such failure, waiver, termination or other event results in a liability to the PBGC or with respect to such Plan that could reasonably be expected to have a Material Adverse Effect. (gj) [Reserved]. (k) The Termination Date shall occur. (l) Any event shall occur which (i) materially and adversely impairs the ability of the Parent to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables contributed and absolutely assigned to the SPV on the date of this Agreement or (ii) has, or could reasonably be expected to have, a Material Adverse Effect. (m) The Parent shall make any material change in the policies as to the origination of Receivables in the Credit and Collection Policy without the prior written consent of the Administrative Agent. (n) The SPV, for any reason, does not have a valid, perfected, first-priority security interest in the Receivables and the Related Assets. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security Purchased Assets and such lien shall not have been released within thirty the earlier to occur of (30i) daysseven (7) days or, (ii) the day on which the Administrative Agent or Blue Ridge becomes aware of such filing, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Purchased Assets.

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 and such failure continues for three (3) Business Days, 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 after the Originator (I) obtains Knowledge of such failure or (II) in the ordinary exercise of any such Authorized Officer’s customary duties, reasonably should have obtained Knowledge of such failure. (b) Any representation, warranty, certification or statement made or deemed made by any of the Originators Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect (or, in the case of any representation, warranty, certification or statement that is subject to a Material Adverse Effect or other materiality qualifier, such representation, warranty, certification or statement or warranty as stated shall prove to be incorrect) when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (bi) Any Originator or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the Originators benefit of creditors; or (ii) any proceeding shall fail be instituted by or against Originator or any of its Significant Subsidiaries seeking to make adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any payment law relating to bankruptcy, insolvency or deposit required hereunder when due 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 such failure shall continue for one (1) Business 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 any such proceeding instituted against Originator (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a failure 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 or any of its Significant Subsidiaries shall take any corporate or limited liability company action to perform under Section 4.2, such failure shall continue for five authorize any of the actions set forth in the foregoing clauses (5i) Business Days after discovery thereof by the applicable Originatoror (ii) of this subsection (d). (d) Any A Change of the Originators Control 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 by any Person and (ii) discovery thereof by the applicable Originatoroccur. (e) An Event One or more final judgments for the payment of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts money in an amount in excess of $100,000 with regard to any of 75,000,000, individually or in the Receivables or Related Security aggregate, shall be entered against Originator and such lien either (i) enforcement proceedings shall not have been released within commenced by any creditor upon such judgment or order or (ii) there shall be any period of thirty (30) daysconsecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be a Termination Event under this Section 5.1(e) to the extent that and for so long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified of, and has not declined the claim made for payment of, the amount of such judgment or order.

Termination Events. The occurrence of any one or more of the following events shall constitute a “Termination Event”: (a) Any representation, warranty, certification any representation or statement warranty made or deemed made by any of the Originators in this Agreement, any other Transaction Document a Seller under or in any other document delivered pursuant hereto or thereto connection with this Agreement shall prove to have been false incorrect or misleading untrue in any material respect when made or deemed made; provided that made or delivered, or the materiality threshold in failure of a Seller to perform or observe any covenant or agreement of such Seller under this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due Agreement and such failure shall continue for one 5 Business Days after such Seller receives written notice or possesses actual knowledge of such failure; (1b) Business Day.a Seller institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Seller and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to such Seller or to all or any material part of its property is instituted without the consent of such Seller and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; (c) Any any representation or warranty made or deemed made by the Buyer under or in connection with this Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered, or the failure of a Buyer to perform or observe any covenant or agreement 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 Buyer under Section 4.2, this Agreement and such failure shall continue for five (5) 5 Business Days after discovery thereof by the applicable Originator.Buyer receives written notice or possesses actual knowledge of such failure; (d) Any a Seller provides the Buyer with at least 30 days’ written notice of the Originators shall fail its intention to perform or observe any other term, covenant or agreement under any of the Transaction Documents and continues for thirty (30) days withdraw from the date that is the earlier of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.this Agreement; and (e) An Event of Bankruptcy shall occur with respect to any the Buyer and each of the OriginatorsSellers mutually consent, in writing, to the termination of this Agreement. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Such Originator shall fail to make any payment or deposit required hereunder when due, or to perform or observe any term, covenant or agreement hereunder orunder any other Transaction Document to which it is a party and such failure shall continue for 30 days after written notice of such failure is given. (b) Any representation, warranty, certification or statement made or deemed made by any of the Originators 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 false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not the preceding clause shallnot be applicable with respect to any representation or warranty which itself contains a materiality threshold. (bc) Any Failure of the Originators shall fail any Originator to make pay any payment or deposit required hereunder Indebtedness when due and such failure shall continue for one in excess of $25,000,000 (1) Business Day. (c) Any "Material Debt"); or the default by any Originator in the performance of the Originators shall fail to perform any covenant term, provision or condition contained in Section 1.1(b) any agreement under which any Material Debt was created or 4.2 when due andisgoverned, in the case effect of a failure which is to perform under Section 4.2cause, or to permit the holder or holders of such Material Debt to cause, such failure Indebtedness to become due prior to its stated maturity; or any Material Debt of any Originator shall continue for five be declared to be due and payable or required to be prepaid (5other than by a regularly scheduled payment) Business Days after discovery thereof by prior to the applicable Originatordate of maturity thereof. (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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any Originator or any of the Originatorsits Material Subsidiaries. (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (i30) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation consecutive days without a stay of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunderexecution. (g) The PBGC or Internal Revenue Service shall file any notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to on any of the Receivables or the Related Security and such lien shall not have been released within thirty seven (307) days.

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) Any representationif any Relevant Party fails to pay any Rental or other sum payable under the Relevant Documents on its due date or in respect of sums payable on demand, warranty, certification or statement made or deemed made by any of the Originators in this Agreement, fails to pay any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that sum payable on demand under the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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 Relevant Documents within five (5) Business Days after discovery thereof by demand; or (b) if any Relevant Party fails or neglects to observe or perform any of the applicable Originator.terms and conditions of the Relevant Documents in a way which the Owner regards as material (otherwise than as mentioned in Clause 26.1(a)) and in the case of a failure or non-observance which is capable of remedy such failure or non-observance shall continue unremedied for fourteen days after the Owner becomes aware of it; or (c) if any Relevant Party shall do or allow to be done or omit to do any act or thing which act or omission in the opinion of the Owner may materially jeopardise any of its rights in relation to the Ship; or (d) Any 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 Relevant Party in the Originators shall fail to perform Relevant Documents or observe in any other termcertificate, covenant statement 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 delivered or made pursuant to the applicable Originator by Relevant Documents shall be or become incorrect in any Person and (ii) discovery thereof by the applicable Originator.respect; or (e) An Event if any process of Bankruptcy execution, diligence or distress shall occur be levied on executed against or sued out against the Ship or any goods or other property belonging to any Group Company and shall not be discharged within seven days; or (f) if an order shall be made or a resolution passed for the winding up (other than by way of a members' 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) of any Group Company; or (g) if any Group Company shall convene a meeting for the purpose of 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) if any Group Company shall be unable to pay its debts as such 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 any agreement for the hiring of machinery or plant to a Group Company or any material hire purchase or conditional sale agreement to a Group Company shall be terminated by reason of an event of default thereunder or any indebtedness of a Group Company in connection with any such agreement shall not be paid when due or any Group Company shall not meet its obligations under any guarantee or indemnity when properly called upon to do so; or (k) if the Hirer shall cease to be a Subsidiary (directly or indirectly) of Eagle Geophysical Inc. without the Owner's prior written approval; or (l) if any security constituted by any mortgage or charge created by any Group Company including the security constituted by the Account Assignment shall become enforceable and the mortgagee or the chargee shall take steps to enforce the same unless any 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 any of the Originators. events or proceedings referred to in sub-clauses (e), (f) ), (g), (h), (i) A Performance Undertaking Default or (l) of this Clause 26.1 shall occuroccur or be commenced in relation to any Group Company; or (n) if the Hirer, the Surety or either of 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 ("OWNER GROUP") for a period in excess of any applicable grace period under the terms of such agreement or obligation or (if none) for 14 days; or (o) if the Hirer, 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 scale on which the businesses now carried on by Group Companies (taken as a whole) are carried on in each case as compared with the scale on which the same is or are carried on at the date hereof; and (ii) the Performance Undertaking Owner acting reasonably shall cease certify that in its opinion in all the circumstances the risk to the Owner in connection with the Relevant Documents has materially increased; or (q) if after the date hereof and without the prior written consent of the Owner (such consent not to be effective unreasonably withheld or delayed) any of either of the Corporate Guarantors, the Surety or the Hirer or of any Subsidiary (directly or indirectly) of the Hirer ceases to be the legally valid, binding and enforceable obligation a wholly owned subsidiary of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder.Eagle Geophysical Inc; or (gr) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code if any judgment or order is made against any Group Company and is not stayed or complied with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) seven days.

Termination Events. The occurrence of any one or more Each of the following events shall constitute a "Termination Event: ": (ai) Any representationfailure by the Borrower to (A) make any payment, warrantytransfer or deposit required by the terms of any Basic Document on the day such payment, certification transfer or statement deposit is required to be made (including any payment of Interest or deemed 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 any other covenant or agreement 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 (iv) any representation or warranty made by the Borrower, the Seller or the Performance Guarantor in any of the Originators in this Agreement, any other Transaction Basic Document to which it is a party 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 misleading otherwise incorrect in any material respect when made, deemed made or deemed made; provided that delivered, which such false or incorrect representation, warranty or information materially and adversely affects the materiality threshold in this subsection rights or interests of the Secured Parties and, if able to be cured, shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any have been cured for 30 days after the earlier of the Originators shall fail to make any payment date on which the Borrower, the Seller, or deposit required hereunder when due and the Performance Guarantor, as applicable, first has knowledge thereof or the date on which written notice of such failure shall continue 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 one (1) Business Day. (c) Any breaches of representations or warranties that are cured by the repurchase of the Originators shall fail related Receivable pursuant to perform any covenant contained in Section 1.1(b5.04 hereof; (v) 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An an Insolvency Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occurBorrower, (ii) the Performance Undertaking shall cease to be effective Seller or to be the legally valid, binding and enforceable obligation of 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; (iiivii) (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 repudiate its obligations thereunder. 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; (gC) The Internal Revenue Service the IRS shall file notice of a lien Lien pursuant to Section 6323 of the Code with respect regard to amounts in excess any assets of $100,000 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 Receivables assets of the Borrower, the Seller or Related Security the Performance Guarantor and such lien Lien shall not have been released within thirty 30 days; (30viii) days.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 after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of 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 Termination Event: (a) Such Originator shall fail to make any payment or deposit required hereunder when due, or to perform or observe any term, covenant or agreement hereunder or under any other Transaction Document to which it is a party and such failure shall continue for 30 days after written notice of such failure is given. (b) Any representation, warranty, certification or statement made or deemed made by any of the Originators 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 false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (bc) Any Failure of the Originators shall fail any Originator to make pay any payment or deposit required hereunder Indebtedness when due and such failure shall continue for one in excess of $25,000,000 (1) Business Day. (c) Any “Material Debt”); or the default by any Originator in the performance of the Originators shall fail to perform any covenant term, provision or condition contained in Section 1.1(b) any agreement under which any Material Debt was created or 4.2 when due andis governed, in the case effect of a failure which is to perform under Section 4.2cause, or to permit the holder or holders of such Material Debt to cause, such failure Indebtedness to become due prior to its stated maturity; or any Material Debt of any Originator shall continue for five be declared to be due and payable or required to be prepaid (5other than by a regularly scheduled payment) Business Days after discovery thereof by prior to the applicable Originatordate of maturity thereof. (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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any Originator or any of the Originatorsits Material Subsidiaries. (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an amount in excess of $25,000,000, individually or in the aggregate, shall be entered against any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (i30) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation consecutive days without a stay of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunderexecution. (g) The PBGC or Internal Revenue Service shall file any notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to on any of the Receivables or the Related Security and such lien shall not have been released within thirty seven (307) days.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any TriMas Corp., TriMas LLC, the Transferor, any Seller or the Collection Agent shall fail to make any payment or deposit to be made by it hereunder or under any of the Transaction Documents when due hereunder or thereunder and such failure continues for one (1) Business Day; or (b) any representation, warranty, certification or statement made by TriMas Corp., the Transferor, the Collection Agent or deemed made by any of the Originators Seller 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 false or misleading incorrect in any material respect when made or deemed 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 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(r) and 3.01(s) of this Agreement (and, for the avoidance of doubt, the cure period described in the first proviso of this subsection Section 7.01(b) shall not apply to payments required to be applicable 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 respect to any representation or warranty which itself contains a materiality threshold.Section 2.09(b); or (bc) Any 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 Originators Transferor or the Collection Agent has knowledge thereof; or (d) the Transferor shall fail to make any payment of principal or deposit required hereunder 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 failure shall continue for one (1) Business Day. (c) Any 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 Originators shall fail prepayment, repurchase, redemption or defeasance thereof, prior 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 by any Person and (ii) discovery thereof by the applicable Originator.its scheduled maturity; or (e) An any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent, any Seller, TriMas Corp., or any of the Originators.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 Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claims (other than, in the case of the Transferor, Liens for taxes, assessments or other 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) A Performance Undertaking Default there shall occurhave occurred since the Closing Date any event or condition which could reasonably be expected to have a Material Adverse Effect; or (j) (i) 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 to reduce the Asset Interest to less than or equal to 100%; or (ii) the Performance Undertaking Aggregate Credit Exposure shall cease to be effective or to be exceed the legally valid, binding and enforceable obligation 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 Performance Guarantor, Transferor receives notice or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file becomes aware that a notice of a lien pursuant to has been filed against TriMas Corp., TriMas LLC, the Transferor or the Collection Agent under Section 6323 412(n) of the Code with respect or Section 302(f) of ERISA for a failure to amounts make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies; or (o) the Receivables Purchase Agreement is terminated; or (p) TriMas Corp., TriMas LLC and the Sellers (in excess the aggregate) shall fail to maintain 100% ownership of $100,000 with regard to the Transferor; or (q) TriMas Corp., TriMas LLC or any of its Subsidiaries default in the Receivables observance or Related Security and performance of Section 6.12 or 6.13 of the Credit Agreement (whether or not such lien shall not have been released within thirty (30) daysagreement remains in effect).

Termination Events. The Upon the occurrence of any one or more of the following events shall constitute (each, a "Termination Event") and whether any such Termination Event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, the non-defaulting party (as the case may be, the "Aggrieved Party") may elect to terminate this Agreement in accordance with Section 24 hereof: (a) Any representation, warranty, certification a party (the "Defaulting Party") fails to comply with the applicable Standard of Conduct and such failure continues unremedied for a period of twenty (20) days (or statement made or deemed made such longer period as determined by any the Aggrieved Party) after the date on which written notice of such failure describing the Originators in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto nature of such failure and requesting the same to be remedied shall prove to have been false given to the Defaulting Party by the Aggrieved Party; or (b) the Defaulting Party fails to meet the Targeted Service Levels for two (2) consecutive fiscal quarters; or (c) the Defaulting Party fails to observe or misleading to perform in any material respect when made any of its other covenants or deemed madeagreements set forth herein, which failure shall (i) materially and adversely, in the reasonable judgment of the Aggrieved Party, affect the rights of the Aggrieved Party hereunder or under any Lease and (ii) continue unremedied for a period of thirty (30) days (or such longer period as determined by the Aggrieved Party) after the date on which written notice of such failure requesting the same to be remedied shall have been given to the Defaulting Party by the Aggrieved Party; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.or (bd) Any the Defaulting Party fails generally to pay its debts as they become due; or its dissolution, termination of existence, or discontinuance of business; or the Originators shall fail to make insolvency, business failure or appointment of a receiver of any payment part of such party's property, or deposit required hereunder when due and an assignment by such failure shall continue party for one (1) Business Day. (c) Any the benefit of creditors, or the Originators shall fail to perform commencement by or against it of any covenant contained in Section 1.1(b) proceedings under any bankruptcy, reorganization or 4.2 when due arrangement laws and, in the case of a failure to perform under Section 4.2any involuntary proceedings, the continuance of such failure shall continue proceedings unstayed and in effect for five sixty (560) Business Days after discovery thereof days, or the assumption of custody or control by the applicable Originator. (d) Any any court of competent jurisdiction over any substantial portion of the Originators shall fail to perform Defaulting Party's property, and the same remaining in force unstayed or observe any other term, covenant or agreement under any of the Transaction Documents and continues unterminated for thirty sixty (3060) days from the date that is the earlier of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.days; or (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) Defaulting Party (i) A Performance Undertaking Default shall occurenters into any transaction of merger or consolidation or any commitment with respect thereto, unless it is the surviving corporation, after giving effect to such merger or consolidation, its tangible net worth is equal to or greater than that which existed immediately prior to the merger or consolidation and the ratio of its debt to tangible net worth is not greater than that which existed immediately prior to the merger or consolidation and the person with whom it merges or consolidates is not a competitor of the other party; (ii) the Performance Undertaking shall cease to be effective or to be the legally validsells, binding and enforceable obligation of the Performance Guarantortransfers, or otherwise disposes of all or substantially all of its assets; (iii) permits any substantial change in the Performance Guarantor shall repudiate ownership or control of its obligations thereundercapital stock; or (iv) changes the form of organization of its business. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

Termination Events. The occurrence of any one or more of the following events shall constitute a “Termination Event” with respect to an Originator: (a) Such Originator shall fail to make any payment or deposit required hereunder on or within one (1) Business Day after the date on which the same is required to be made. (b) Such Originator or Performance Guarantor shall fail to perform or observe any covenant contained in Section 4.1(l) or any provision of Section 4.2 other than Section 4.2(c). (c) (i) Such Originator or Performance Guarantor shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 5.1) or any other Transaction Document to which it is a party and such failure shall continue for three (3) consecutive Business Days following the earlier to occur of (i) notice from Buyer (or the Administrative Agent or any Purchaser, as its collateral assignee) of such non-performance or non-observance, or (ii) the date on which a Responsible Officer of such Originator (or Performance Guarantor, as the case may be) otherwise becomes aware of such non-performance or non-observance. (d) Any representation, warranty, certification or statement made or deemed made by any of the Originators such Originator in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or thereto shall prove to have been false incorrect when made or misleading deemed made in any material respect when made and is not cured within five (5) Business Days following the earlier to occur of (i) notice from Buyer (or deemed made; the Administrative Agent or any Purchaser, as its collateral assignee) of such inaccuracy, or (ii) the date on which a Responsible Officer of such Originator (or Performance Guarantor, as the case may be) otherwise becomes aware of such inaccuracy, provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of threshold although the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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 Day cure period shall fail continue 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 by any Person and (ii) discovery thereof by the applicable Originatorapply. (e) An Event Any Originator shall default, or the Performance Guarantor or any of Bankruptcy its Subsidiaries (other than an Originator) shall default, in the payment when due of any principal or of or interest on any Material Indebtedness; or any event or condition shall occur with respect to any which results in the acceleration of the Originatorsmaturity of any such Material Indebtedness. (f) (i) A Such Originator, Performance Undertaking Default Guarantor or any of their respective Significant Subsidiaries (as defined in the RPM Credit Agreement) shall occur, 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, Performance Guarantor or any of their respective Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Performance Undertaking shall cease to be effective entry of an order for relief or to be the legally validappointment of a receiver, binding and enforceable obligation trustee or other similar official for it or any substantial part of the Performance Guarantor, its property or (iii) the such Originator, Performance Guarantor or any of their respective Significant Subsidiaries shall repudiate its obligations thereundertake any corporate action to authorize any of the actions set forth in the foregoing clauses (i) or (ii) of this subsection (f). (g) The Internal Revenue Service A Change of Control shall file notice of a lien pursuant to Section 6323 of the Code occur with respect to amounts such Originator or Performance Guarantor. (h) One or more final judgments for the payment of money in an amount in excess of $100,000 with regard 75,000,000, individually or in the aggregate, shall be entered against such Originator or Performance Guarantor on claims not covered by insurance or as to any of which the Receivables or Related Security insurance carrier has denied its responsibility, and such lien judgment shall not have been released within thirty continue unsatisfied and in effect for ten (3010) daysconsecutive days without a stay of execution.

Termination Events. The occurrence of any one or more Any of the following events acts or occurrences shall constitute a Termination Event under this Agreement (each, a “Termination Event:”): (a) Any representationgross negligence, warrantywillful misconduct, certification bad faith or statement made felony act on the part of Servicer; or (b) any failure on the part of Servicer to observe or deemed made by 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 false or misleading perform in any material respect when made any other of the covenants or deemed made; provided that the materiality threshold agreements thereof contained in this subsection Agreement which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall not have been given to Servicer by the TL Member on behalf of Lender; provided, however, that if such covenant or agreement is capable of being cured and Servicer is diligently pursuing such cure such thirty (30) day period shall be applicable with respect to extended for an additional forty-five (45) days; or (c) any breach on the part of Servicer of any representation or warranty thereof contained in this Agreement which itself contains materially and adversely affects the interests of Lender and which continues unremedied for a materiality threshold.period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to Servicer by the TL Member on behalf of Lender; provided, however, that if such breach is capable of being cured and Sub-Servicer is diligently pursuing such cure such thirty (30) day period shall be extended for an additional forty-five (45) days; or (bd) Any a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (e) Servicer or Initial Servicer (if different from Servicer) shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property; or (f) Servicer or Initial Servicer (if different from Servicer) shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute or make an assignment for the benefit of its creditors; or (g) a determination by the TL Member in its reasonable discretion that the Servicer is no longer capable of performing its services under this Agreement due to a material financial deterioration of the Originators Servicer or Initial Servicer (if different from Servicer), (h) upon receipt from a Borrower, any failure by Servicer to deposit into, or to remit to Lender for deposit on a timely basis, any amount required to be so deposited or remitted under this Agreement; provided, however, that the failure by Servicer to deposit or remit amounts shall fail to make not constitute a Termination Event unless (i) any payment or deposit required hereunder when due and such failure shall continue (x) continues unremedied for one (1) Business Day. (c) Any Day following the date on which written notice 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occurprovided, (ii) any such failure occurs more than once in any period of twelve (12) consecutive months or (ii) any such late deposit is not accompanied by payment by Servicer (from its own funds without reimbursement therefor) of interest on the Performance Undertaking amount of such late deposit or remittance accrued at an annual rate equal to the Prime Rate (as defined below), as in effect from time to time, for the day on which Servicer was required to make such deposit, and the Prime Rate as in effect from time to time plus three percentage points (3%), for each day thereafter until the date on which Sub-Servicer actually makes such deposit or remittance. For purposes of the preceding sentence, “Prime Rate” shall cease mean a rate equal to the “Prime Rate” published in the “Money Rates” section in the New York edition of The Wall Street Journal on or before the related date of calculation, or, if more than one such rate is set forth therein, the highest of such rates (and any change in such rate shall be effective or to be on the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iiidate on which such rate(s) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.are so published); or

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any TriMas Corp., TriMas LLC, the Transferor, any Seller or the Collection Agent shall fail to make any payment or deposit to be made by it hereunder or under any of the Transaction Documents when due hereunder or thereunder and such failure continues for one (1) Business Day; or (b) any representation, warranty, certification or statement made by TriMas Corp., the Transferor, the Collection Agent or deemed made by any of the Originators Seller 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 false or misleading incorrect in any material respect when made or deemed 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 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(r) and 3.01(s) of this Agreement (and, for the avoidance of doubt, the cure period described in the first proviso of this subsection 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 (bc) Any 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 Originators Transferor or the Collection Agent has knowledge thereof; or (d) the Transferor shall fail to make any payment of principal or deposit required hereunder 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 failure shall continue for one (1) Business Day. (c) Any 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 Originators shall fail prepayment, repurchase, redemption or defeasance thereof, prior 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 by any Person and (ii) discovery thereof by the applicable Originator.its scheduled maturity; or (e) An any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent, any Seller, TriMas Corp., or any of the Originators.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 Receivables and Related Security, Collections and Proceeds with respect thereto, free and clear of any Adverse Claims (other than, in the case of the Transferor, Liens for taxes, assessments or other 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) A Performance Undertaking Default there shall occur, have occurred since the Closing Date any event or condition which could reasonably be expected to have a Material Adverse Effect; or (j) (i) the Percentage Interest exceeds the Maximum Percentage Interest 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 to reduce the Percentage Interest to less than or equal to 100%; or (ii) the Performance Undertaking Net Investment shall cease to be effective or to be exceed the legally valid, binding and enforceable obligation 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 Performance Guarantor, Transferor receives notice or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file becomes aware that a notice of a lien pursuant to has been filed against TriMas Corp., TriMas LLC, the Transferor or the Collection Agent under Section 6323 412(n) of the Code with respect or Section 302(f) of ERISA for a failure to amounts make a required installment or other payment to a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies; or (o) the Receivables Purchase Agreement is terminated; or (p) TriMas Corp., TriMas LLC and the Sellers (in excess the aggregate) shall fail to maintain 100% ownership of $100,000 with regard to the Transferor; or (q) TriMas Corp., TriMas LLC or any of its Subsidiaries default in the Receivables observance or Related Security and performance of Section 6.12 or 6.13 of the Credit Agreement (whether or not such lien shall not have been released within thirty (30) daysagreement remains in effect).

Termination Events. The occurrence of any one or more (a) Each of the following events shall constitute a “Termination Event”: (ai) Any 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 Loan 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) and (ii) above) on the day such payment or deposit is required to 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 of the Borrower contained in this Agreement or any other Borrower Basic Document and such failure remains unremedied for 30 calendar days (or such longer period not in excess of 60 days as may be reasonably necessary to 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, the Collateral Custodian or the Backup Servicer; (vi) any representation, warranty, warranty or certification or statement made or deemed to be made by the Borrower under this Agreement or any of the Originators in this Agreementother Borrower Basic Document, or any 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 misleading incorrect in any material respect when made or deemed made; provided made or delivered, 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 Regional 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, tax or accounting body has ordered that the materiality threshold in this subsection shall not activities of the Borrower or any Affiliate of the Borrower contemplated hereby be applicable with respect terminated or, as a result of any other event or circumstance, the activities of the Borrower or any Affiliate of the Borrower contemplated hereby may reasonably be expected to cause the Borrower or any representation of its respective Affiliates to suffer materially adverse regulatory, accounting or warranty which itself contains a materiality threshold.tax consequences; (bxi) Any any material adverse change in the operations of the Originators shall fail Servicer, Regional Management, the Borrower or any other event which materially affects the ability of the Servicer, Regional Management or the Borrower to make either collect the Receivables or to perform its obligations under any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.Basic Document to which it is a party; (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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (iixii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service IRS shall file notice of a lien Lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any assets of the Receivables Borrower or Related Security Regional Management and such lien shall not have been released within thirty 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 Lender, 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 Regional Management and such Lien shall not have been released or stayed within 30 days after the earlier of the Borrower or Regional Management having actual knowledge thereof or written notice thereof from the Administrative Agent or any Lender; (30xiii) 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 in Control shall occur; (xv) 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 entered against it by a court of competent jurisdiction in excess of, in the aggregate, in the case of (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 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; 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 writing or otherwise seek to terminate or disaffirm its obligations under any Basic Document. (b) 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 Loan 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 automatically occur, without demand, protest or any notice of any kind, all of which 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) Any representation, warranty, certification (i) the Collection Agent (if then any Person designated by the Seller is the Collection Agent is the Originator or statement made or deemed made by any an affiliate of the Originators Originator), the Seller, GP, Inc. either Parent, or the Originator shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (ii) of this AgreementSection 7.1(a)) or under the Transfer Agreement or the Parent Undertaking, any other Transaction Document or in any other document delivered pursuant hereto or thereto and such failure shall prove remain unremedied for ten (10) Business Days after the earlier to have been false or misleading in any material respect when made or deemed made; provided that occur of knowledge thereof on the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any part of the Originators Collection Agent or, the Seller or either Parent (as applicable) or notice thereof given by the Agent or any Managing Agent to the Seller, or (iiiii) the Collection Agent (if then any Person designated by the Seller is the Collection Agent is the Originator or an affiliate of the Originator), the Originator, the Seller, either Parent or GP, Inc. shall fail to make any payment or deposit required to be made by it hereunder or, under the Fee Letter or under the Parent Undertaking when due and such failure shall continue remain unremedied for one (1) Business Day. (cb) Any representation, warranty, certification or statement made by the Seller, the Collection Agent or GP, Inc. in this Agreement or in any other document delivered pursuant hereto or by the Originator under the Transfer Agreement or by either Parent under the Parent Undertaking shall prove to have been incorrect in any material respect when made or deemed made. (i) The Seller, GP, Inc., the Originator, The Bon-Ton Stores, Inc.either Parent 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 Originators benefit of creditors; or any proceeding shall fail be instituted by or against the Seller, GP, Inc., thean Originator, The Bon-Ton Stores, Inc.either Parent or any of their respective Subsidiaries seeking to perform 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 covenant contained in Section 1.1(b) law relating to bankruptcy, insolvency or 4.2 when due 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 proceeding instituted against an Originator, either Parent or any of their respective subsidiaries (other than GP, Inc. or the Seller) such proceeding shall remain undismissed or unstayed for sixty (60) days or the applicable court shall enter a failure decree or order granting the relief sought in such proceeding, 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) the Seller, GP, Inc., the Originator, The Bon-Ton Stores, Inc.either Parent or any of their respective Subsidiaries shall take any corporate or partnership action to authorize any of the actions set forth in clause (i) or clause (ii) above in this subsection (c). (i) The Seller, TBTR Partnership, GP, Inc. or the Originator shall fail to observe or perform under Section 4.2any covenant, condition or provision of the Transfer Agreement, and such failure shall continue for five (5) Business Days after discovery thereof by the have continued beyond any applicable Originator. (d) Any of the Originators shall fail to perform cure period thereunder, 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 by any Person and (ii) discovery thereof by the applicable Seller or the Originator. (e) An Event of Bankruptcy , as applicable, shall occur have waived or relinquished its rights under the Transfer Agreement with respect to any of the Originators. such failure or (f) (i) A Performance Undertaking Default shall occur, (iiiii) the Performance Undertaking “Termination Date” in the Transfer Agreement shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantorhave occurred, or (iii) the Performance Guarantor Originator for any reason shall repudiate its obligations thereundercease to sell, or the Seller for any reason shall cease to buy, “Receivables” under the Transfer Agreement. (e) 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. (g) The Internal Revenue Service shall file notice As at the end of a lien pursuant to Section 6323 any fiscal month, (i) the average Delinquency Ratio in respect of the Code three fiscal months then most recently ended shall exceed 3.5% or, (ii) the average LossCharge-to-LiquidationOff Ratio in respect of the three fiscal months then most recently ended shall exceed 3.56.00% or (iii) the average Principal Payment Ratio in respect of the three fiscal months then most recently ended shall be less than 14.0%. (h) As at the end of any fiscal month, the average Dilution Ratio in respect of the three fiscal months then most recently ended shall exceed, (i) for the fiscal months ending in either December or January, 5.5%, and (ii) for any other fiscal months, 4.25%. (i) (h) The aggregate Adjusted Receivable Interests for all the Purchasers shall exceed 100% at any time and shall not have been cured within the Required Cure Period. (j) (i) The ParentBon-Ton Corp. and its Subsidiaries shall fail to maintain, on a consolidated basis at the end of each Fiscal Quarter of Parent a Fixed Charge Coverage Ratio for the 12-month period then ended of not less than 1.0 to 1.0. (k) Maximum Capital Expenditures. The Bon-Ton Corp. and its Subsidiaries on a consolidated basis shall make Capital Expenditures during the following periods that exceed in the aggregate the amounts set forth opposite each of such periods: Fiscal Year 2003 $32,000,000 Fiscal Year 2004 $40,000,000 Fiscal Year 2005 $45,000,000 Fiscal Year 2006 and thereafter $50,000,000 provided, however, that the amount of permitted Capital Expenditures referenced above will be increased in any Fiscal Year by the positive amount equal to the lesser of (a) fifty percent (50%) of the amount of permitted Capital Expenditures for the immediately prior Fiscal Year, and (b) the amount (if any), equal to the difference obtained by taking the Capital Expenditures limit specified above for the immediately prior Fiscal Year minus the actual amount of any Capital Expenditures expended during such prior Fiscal Year (the “Carry Over Amount”), and for purposes of measuring compliance herewith, the Carry Over Amount shall be deemed to be the first amount spent on Capital Expenditures in that succeeding Fiscal Year. (l) (j) The failure ofA default or breach shall occur under any other agreement, document or instrument to which any Material Entity is a party which is not cured within any applicable grace period, and such default or breach (as defined in Section 7.2i) involves the failure to make any payment when due (whether at scheduled maturity, by acceleration, when declared to be due and payable or otherwise) in respect of any Indebtedness (other than any Indebtedness with respect to amounts which the payee is The Bon-Ton Stores, Inc. or any Affiliate thereof) outstanding (individually or of any Material Entity in excess of $100,000 with regard 1,000,000 in the aggregate) , or (ii) causes, or permits any holder of such Indebtedness or a trustee to any cause, such Indebtedness or a portion thereof in a principal amount of the Receivables or Related Security $5,000,000 and such lien failure shall not have been released within thirty remain unremedied for three (303) daysBusiness Daysexcess of $1,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any representationan Insolvency Event with respect to the Transferor, warrantythe Servicer, certification ▇▇▇▇▇ (whether or statement made not ▇▇▇▇▇ shall then be the Servicer), any Other TMUS Originator or deemed made by the Guarantor shall 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) any covenant or agreement of the Originators Transferor made in this AgreementAgreement 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) any other Transaction Document representation or warranty of the Transferor made in any other document delivered pursuant hereto this Agreement for the benefit of the Administrative Agent, the Funding Agents or thereto shall prove the Owners proving to have been false or misleading incorrect in any material respect as of the time when made the same shall have been made, which default or deemed made; provided that inaccuracy, as applicable, has an Adverse Effect on the materiality threshold Administrative Agent, the 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 this subsection shall not be applicable with respect writing to any representation an Authorized Officer of the Transferor by the Administrative Agent or warranty which itself contains a materiality threshold.the Funding Agents; (be) Any failure on the part of ▇▇▇▇▇, any Other TMUS Originator, the Originators shall fail Transferor or the Servicer to make any payment payment, transfer or deposit required hereunder when due by the terms of this Agreement, the Conveyancing Agreement or the Sale Agreement on or before the date such payment, transfer or deposit is required to be made herein or therein and such failure shall continue for one (1) Business Day. (c) Any a period 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 written notice to an Authorized Officer of ▇▇▇▇▇, the Servicer or the Transferor, or actual knowledge by an Authorized Officer of ▇▇▇▇▇, the applicable Originator.Servicer or the Transferor; (df) Any the Transferor is required to register as an investment company under the Investment Company Act; (g) a breach of any covenant of the Originators shall fail to perform Transferor or, ▇▇▇▇▇ or observe any other termOther TMUS Originator in this Agreement, covenant the Conveyancing Agreement or agreement under the Sale Agreement, as applicable, which breach (i) has an Adverse Effect on the interest of any of the Transaction Documents Funding Agent or any Owner and (ii) continues for a period of thirty (30) days from after the date that is on which written notice of such breach, requiring the earlier 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) notice thereof all of the following conditions shall have occurred: (A) a Termination Notice shall have been delivered to the applicable Originator by any Person and (ii) discovery thereof Servicer by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien Administrative Agent pursuant to Section 6323 6.6(a) of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security this Agreement, and such lien (B) a Successor Servicer shall not have been released 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 Servicer Default initially occurred; (j) the Administrative Agent (for the benefit of the Owners) shall fail to have 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 thirty five (305) daysdays after the occurrence of any Termination Event, 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 thereto.

Termination Events. The occurrence of any one or more Each of the following events shall constitute be a "Termination Event" hereunder: (ai) Any representationServicer (if API) shall fail to perform or observe any term, warranty, certification covenant or statement made agreement hereunder in its capacity as Servicer (other than as referred to in clause (ii) next following) and such failure shall remain unremedied for three Business Days or deemed made by (ii) either Servicer (if API) or 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators Seller shall fail to make any payment or deposit required to be made by it hereunder when due and such failure due; or (b) Any representation or warranty made or deemed to be made by any Seller or Servicer (or any of their respective officers) under or in connection with this Agreement or any Periodic Report or Settlement Statement or other information or report delivered pursuant hereto shall continue for one (1) Business Day.prove to have been false or incorrect in any material respect when made; or (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 Seller shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten Business Days after written notice thereof shall have been given by the Agent to Sellers' Representative; or (d) A default shall have occurred and be continuing under or any instrument, contract, indenture or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money in excess of $2,000,000 of, or guaranteed by, any Seller or any Affiliate of any thereof, which default if unremedied, uncured, or unwaived (with or without the passage of time or the giving of notice) would permit acceleration of the Transaction Documents maturity of such indebtedness and continues such default shall have continued unremedied, uncured or unwaived for thirty (30) days from the date that is the earlier a period long enough to permit such acceleration and any notice of (i) notice thereof default required to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.permit acceleration shall have been given; or (e) The average of the Delinquency Ratios for any three successive Month End Dates exceeds 15%; or (f) An Event of Bankruptcy shall occur have occurred and remained continuing with respect to any Seller or any Affiliate of the Originators.any thereof; or (f) (i) A Performance Undertaking Default shall occurAny litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings not disclosed in writing by Sellers' Representative to the Agent and Purchasers prior to the date of execution and delivery of this Agreement is pending against any Seller or (ii) any material development not so disclosed has occurred in any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the Performance Undertaking shall cease to be effective case of clause (i) or to be (ii), in the legally valid, binding and enforceable obligation reasonable opinion of the Performance GuarantorAgent is likely to materially adversely affect the financial position or business of any Seller or impair the ability of any Seller to perform its obligations under this Agreement; or (h) Aggregate Participation Amounts shall exceed the Participation Amounts Limit, or (iii) that portion of the Performance Guarantor shall repudiate its obligations thereunder.Aggregate Purchasers' Investments that is funded in Approved Currencies other than U.S. Dollars exceeds the Foreign Currency Limit, or the aggregate Unpaid Balance of Receivables denominated in any Approved Currency is less than the sum of the Purchasers' Investments of each Undivided Interest funded in such Approved Currency; or (gi) The average of the Default Ratios for any three successive Month End Dates exceeds 7.25%; or (j) There shall have occurred any event which materially adversely affects the collectability of the Pool Receivables or there shall have occurred any other event which materially adversely affects the ability of any Seller or Servicer to collect Pool Receivables or the ability of any Seller or Servicer to perform hereunder or the warranty in Section 6.01(i)(y) shall not be true at any time; or (k) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security assets of any Seller and such lien shall not have been released and such lien shall not have been released within thirty 8 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 the Employee Retirement Income Security Act of 1974 with regard to any of the assets of any Seller and such lien shall not have been released within 8 Business Days; or (30l) daysOne Person, or a group of Persons acting in concert that are unacceptable to the Agent or the Majority Purchasers obtain, in one or more transactions, control of more than 50% of the issued and outstanding shares of capital stock of API having the power to elect a majority of directors of API; or any Seller other than API ceases to be a wholly-owned Subsidiary of API; or (m) The average of the Dilution Ratios for any three successive Month End Dates exceeds 8%; or (n) The average of the Net Charge-Off Ratios for any three successive Month End Dates exceeds 2%.

Termination Events. The occurrence of any one or more of the following events shall constitute a an “Termination Event”: (a) Any 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) on any day when due any payment, prepayment or deposit of any amount to be remitted to reduce the Invested Amount or any portion thereof or (ii) within two (2) Business Days of becoming due, CP Costs, Yield, fees set forth in any Fee Letter or any other Aggregate Unpaids required to 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) Business 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; (c) any representation, warranty, certification or statement made by the Seller, the Servicer or deemed made by any of the Originators in 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 false or misleading in any material respect when as of the time made or deemed mademade (including by omission of material information necessary to make such representation, warranty, certification or statement not misleading); provided that the materiality threshold or (d) (i) a Change in this subsection Control shall not be applicable 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 representation other Person other than as permitted under Section 7.4 hereof or warranty which itself contains a materiality threshold.(B) sell, lease or otherwise transfer all or substantially all of its assets to any other Person unless ▇▇▇▇▇▇ 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 (be) Any 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 Originators 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 make pay any payment or deposit required hereunder Indebtedness when due and such failure shall continue for one beyond the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; (1ii) Business Day. Schein or any of its Consolidated Subsidiaries (cother than the Seller) Any of the Originators shall fail to perform pay any covenant contained Indebtedness in Section 1.1(b) excess of $200,000,000 of Schein or 4.2 any of its Consolidated Subsidiaries, as the case may be, or any interest or premium on such Indebtedness, in either case, when due and(whether by scheduled maturity, in the case of a failure to perform under Section 4.2required prepayment, acceleration, demand or otherwise) and such failure shall continue for five (5) Business Days after discovery thereof by the applicable Originator. grace period, if any, specified in the agreement or instrument relating to such Indebtedness; (diii) Any of the Originators shall fail to perform or observe any other term, covenant or agreement 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 Transaction Documents acceleration of, the maturity of such Indebtedness unless (A) MUFG is a party to such other agreement or instrument and continues (B) MUFG 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 $200,000,000 or more shall be rendered against Schein or any of its Consolidated Subsidiaries and (A) such amount remains unpaid and (B) such amount remains undischarged for thirty (30) a period of 45 consecutive days from the date that is the earlier 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) notice thereof the average of the Delinquency Ratios, computed for each of the immediately preceding three Calculation Periods, shall exceed (A) with respect to each Calculation Period ending on or prior to May 30, 2020, 14.50%; (B) with respect to the applicable Originator by any Person Calculation Periods ending on June 27, 2020, August 1, 2020, August 29, 2020 and September 26, 2020, 18.50%; (C) with respect to the Calculation Period ending on October 31, 2020, 16.00%; and (D) with respect to each Calculation Period beginning after October 31, 2020, 14.50%; (ii) discovery thereof by the applicable Originator.average of the Default Ratios, computed for each of the immediately preceding three Calculation Periods, shall exceed (A) with respect to each Calculation Period ending on or prior to May 30, 2020, 2.50%; (B) with respect to the Calculation Periods ending on June 27, 2020, August 1, 2020, August 29, 2020, September 26, 2020, October 31, 2020 and November 28, 2020, 6.00%; and (C) with respect to each Calculation Period beginning after November 28, 2020, 2.50%; (eiii) An the average of the Dilution Ratios, computed for each of the immediately preceding three Calculation Periods, shall exceed (A) with respect to any Calculation Period ending on or prior to May 30, 2020, 6.25%; (B) with respect to the Calculation Periods ending on June 27, 2020, August 1, 2020, August 29, 2020, September 26, 2020, and October 31, 2020, 9.50%; and (C) with respect to each Calculation Period beginning after October 31, 2020, 6.25%; or (iv) the average of the Portfolio Turnover, computed for each of the immediately preceding three Calculation Periods shall exceed (A) with respect to each Calculation Period ending on or prior to September 26, 2020, 70 days; and (B) with respect to each Calculation Period beginning after September 26, 2020, 50 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 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 generally 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; or (i) an Event of Bankruptcy shall occur with respect to the Seller, the Servicer, any Originator, the Performance Guarantor or any of Schein’s material subsidiaries thereof; or (j) the Aggregate Invested Amount shall exceed the Maximum Purchase Limit and the Seller shall have failed to pay to each Purchaser Agent for the benefit of the 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 Maximum Purchase Limit; or (k) the Aggregate Investment amount exceeds the then applicable Maximum 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) ▇▇▇▇▇▇ resigns as Servicer; or (m) Schein shall default or fail in the performance or observance of any of the Originators.covenants set forth in Section 8.1 of the Credit Agreement as in effect on September 22, 2014 (without giving effect to any amendment, waiver, termination, supplement or other modification thereof unless consented to by the Agent); or (fn) a final court decision for $25,000 or more shall be rendered against the Seller; or; (io) A the Performance Undertaking Default Guarantor shall occurdefault or fail in the performance of any covenant or agreement set forth in the Performance Undertaking; or (p) 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 transferring Receivables to Seller under the Receivables Sale Agreement; or (iiq) this Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any 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 effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of its obligations thereunder.; or (gs) The the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with respect to amounts in excess of $100,000 with regard to any of the Receivables Purchased Assets or Related Security any assets of the Seller, Performance Guarantor or any Originator and such lien shall not have been released within thirty seven (307) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Purchased Assets; or (t) An ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which has resulted in, or could be reasonably expected to have, a material adverse effect on the business, financial condition, operations or properties of Schein and the ERISA Affiliates taken as a whole; or (u) the Agent for the benefit of the Secured Parties shall cease to have a valid, perfected, first priority security interest in the Receivables, the Related Security, any Collection Account or any Lock-Box.

Termination Events. The occurrence of any one or more Any of the following events shall constitute a "Termination Event:" under this Contract and any Party responsible for a Termination Event shall be a "Terminating Party" while the other Party will be a "Non-Terminating Party"): (a) Any representation, warranty, certification or statement made or deemed made by 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default 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 or obligations; or (ii) A Party seeks the appointment of a receiver, trustee, custodian or other similar official for such Party for all or substantially all of its assets, or such Party makes a general assignment for the benefit of its creditors; or (iii) A Party otherwise becomes the object of any case, proceeding or action of the type referred to in the preceding clauses (i) or (ii) which remains unstayed, undismissed or undischarged for a period of [***] days; or (iv) 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 continuing event of default (taking into account any applicable grace period) by a Party on any payment of principal or interest on any indebtedness hereunder or in the payment of 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 exceeding [***] and (y) not the subject of a good faith dispute between the parties. In the event of the occurrence of a Termination Event, the Terminating Party shall occurbe deemed to be in material breach of this 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 notice need be delivered, and this Contract shall automatically terminate upon the occurrence of a Termination Event specified in sub-Clause (i), (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder). (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

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) Any representation, warranty, certification the Amortization Date shall have occurred; (b) any Originator shall fail to make when due any payment or statement deposit to be made by such Originator under this Agreement or any other Basic Document to which it is a party and such failure shall remain unremedied for two (2) Business Days; (c) any representation or warranty made or deemed to be made by any Originator (or any of the Originators 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 false be untrue or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection and, if capable of correction, shall not be applicable with respect to corrected within thirty (30) days after any representation Senior Officer of such Originator has knowledge thereof or warranty which itself contains a materiality threshold. (b) Any after written notice of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one have been given by the Agent to the Buyer and the Servicer; provided that, if such breach is incapable of being cured, such thirty (130) Business Day. (c) Any of day grace period shall not apply; and provided, further that if any breach described above is cured in the Originators shall fail to perform any covenant contained manner provided in Section 1.1(b) 4.5, or 4.2 when due andby the Originator’s making of an indemnification payment under Section 10.1 on account of such breach, in each case in accordance with this Agreement (and as and to the case of a failure to perform extent permitted under Section 4.2the RLSA), such failure breach shall continue for five (5) Business Days after discovery thereof by the applicable Originator.not constitute a Termination Event; (d) Any of the Originators any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any of the Transaction Documents other Basic Document to which it is a party on its part to be performed or observed and such continues unremedied for more than thirty (30) days from after any Senior Officer of such Originator has knowledge thereof or after written notice of such failure shall have been given by the date that is the earlier of (i) notice thereof Agent to the applicable Originator by any Person Buyer and (ii) discovery thereof by the applicable Originator.Servicer; (e) An any Event of Bankruptcy shall occur with respect to any of the Originators.Originator; or (f) the Buyer (i) A Performance Undertaking Default shall occurand not the Servicer), (ii) upon the Performance Undertaking shall cease to be effective or to be occurrence and during the legally validcontinuation of a “Termination Event” under that certain Amended and Restated Receivables Purchase and Sale Agreement, binding and enforceable obligation dated as of the Performance Guarantordate hereof, among Volt Management Corp., P/S Partner Solutions, Ltd., Volt and the Buyer (as amended, restated, supplemented or otherwise modified from time to time, the “US RPSA”), shall have declared the Purchase Facility (iiias defined in the US RPSA) the Performance Guarantor shall repudiate its obligations thereunder. (gterminated as provided in Section 9.2(a) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysUS RPSA.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each, a "Termination Event") shall occur: (ai) Any representationthe Servicer shall fail to perform or observe any term, warrantycovenant or agreement under this Agreement and, certification except as otherwise provided herein, such failure shall continue for 30 days after knowledge or statement notice thereof, (ii) the Servicer shall fail to make when due any payment or deposit to be made by it under this Agreement and such failure shall continue unremedied for two Business Days or (iii) Werner shall resign as Servicer in contravention of Section 2.1(c) hereof and no successor Servicer reasonably acceptable to the Agent shall have been appointed by the Agent or Werner (or any affiliate thereof) shall fail to transfer to ▇▇▇ ▇uccessor Servicer when required any rights pursuant to this Agreement; (b) any representation or warranty made or deemed made by any of the Originators Servicer under or in connection with this Agreement, Agreement or any other Transaction Document to which it is a party, or in any information or report delivered by the Servicer pursuant to this Agreement or any other document delivered pursuant hereto or thereto Transaction Document to which it is a party, shall prove to have been false incorrect or misleading untrue in any material respect when made or deemed made; provided that made or delivered, and shall remain incorrect or untrue for 30 days after notice to the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any Servicer of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.inaccuracy; (c) Any the Servicer shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Originators shall fail Servicer seeking to perform adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any covenant contained in Section 1.1(b) law relating to bankruptcy, insolvency or 4.2 when due reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a failure period of 60 days, or any of the actions sought in such proceeding (including 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 Servicer shall take any corporate action to perform under Section 4.2, such failure shall continue for five (5) Business Days after discovery thereof by authorize any of the applicable Originator.actions set forth above in this paragraph; (d) Any of the Originators a Change in Control 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 by any Person and (ii) discovery thereof by the applicable Originator.occur; or (e) An an Event of Bankruptcy Default under the Financing Agreement shall occur with respect have occurred and be continuing; then, in each case, the Agent shall have the right, by notice to any the Servicer, to terminate the rights of the Originators. (f) Servicer to collect the Accounts hereunder. Following such termination, the Agent shall have the right to (i) A Performance Undertaking Default shall occurappoint itself or another entity as successor Servicer hereunder in accordance with Section 2.1, (ii) direct the Performance Undertaking shall cease Customers to be effective or to be the legally valid, binding and enforceable obligation remit all amounts payable in respect of the Performance Guarantor, Accounts directly to the Agent or its designee or into a Depository Account and (iii) take any and all steps in the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 name of the Code with respect to amounts in excess of $100,000 with regard to any Purchaser and on behalf of the Receivables Purchaser necessary or desirable, in the determination of the Agent and in accordance with Section 8.3 of the Financing Agreement, to collect any and all amounts or portions thereof due in respect of any and all Accounts, Related Security Rights and such lien shall not have been released within thirty (30) daysthe related Contracts.

Termination Events. The occurrence of any one or more (a) Each of the following events shall constitute a “Termination Event”: (i) Default in the payment of any interest on the Loans or any other amount (except principal) due and payable by FC HoldCo, FCA, CF Capital, FC Funding, the Borrower or the Servicer under this Agreement or any other Transaction Document when the same becomes due and payable, and such default shall continue for a period of two (2) business days after the earlier of actual knowledge or written notice thereof; (ii) Default in the payment of the Monthly Principal Payment Amount when the same becomes due and payable, and such default shall continue for a period of two (2) business days after the earlier of actual knowledge or written notice thereof, provided, that if (x) such failure is caused solely as a result of a change in the Advance Rate or the Legacy Receivables Advance Rate due to a Performance Trigger and (y) no other Termination Event or Unmatured Termination Event, Servicer Termination Event or event that, after the giving of notice or the lapse of time, or both, would constitute a Servicer Termination Event, shall have occurred and be continuing, then no Termination Event shall occur under this clause (ii) unless such failure continues to exist on the next succeeding Determination Date (after giving effect to the application of Available Funds on the related Payment Date in accordance with Section 2.08); (iii) FC HoldCo, FCA, FC Funding, CF Capital or the Borrower shall become subject to an Insolvency Event; (iv) Failure on the part of FC HoldCo, FCA, CF Capital, FC Funding, the Borrower or the Servicer to duly observe or perform any of its covenants or agreements set forth in this Agreement or any other Transaction Document (other than as described elsewhere in this Section 8.01(a)) that adversely affects the rights or interests of the Lenders and continues unremedied for a period of twenty (20) days after the earlier of actual knowledge and notice thereof; (v) Any representation, warranty or statement of FC HoldCo, FCA, CF Capital, FC Funding the Borrower or the Servicer made in this Agreement or any Transaction Document, or any certificate, report or other writing delivered pursuant thereto, shall prove to be incorrect in any material respect as of the time when the same shall have been made and, if capable of being cured, is not cured within twenty (20) days after the earlier of actual knowledge or notice thereof; provided that no breach shall be deemed to occur in respect of any representation or warranty relating to eligibility of any Receivable on the Closing Date, any Funding Date or any Determination Date if FC Funding has repurchased such Receivable in accordance with the provisions of the Purchase Agreement; (vi) The Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Internal Revenue Code with regard to any assets of the Borrower or any material portion of the assets of FC HoldCo, FCA, CF Capital or FC Funding and such Lien shall not have been released within thirty (30) 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 FC HoldCo, FCA, CF Capital, FC Funding or the Borrower and such Lien shall not have been released within thirty (30) days; (a) Any representation, warranty, certification or statement made or deemed made by any of the Originators in this Agreement, any other Transaction Document or any Lien granted thereunder by FCA, CF Capital, FC Funding or the Borrower shall (except in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable accordance with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day. (c) Any of the Originators shall fail to perform any covenant contained in Section 1.1(b) or 4.2 when due andits terms), in the case of a failure to perform under Section 4.2whole or in part, 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 termterminate, 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or cease to be the legally valid, binding and enforceable obligation of FCA, CF Capital, FC Funding or the Performance GuarantorBorrower or (b) FCA, CF Capital, FC Funding or the Borrower or any other party shall, directly or indirectly, disaffirm or contest in any manner such effectiveness, validity, binding nature or enforceability; (viii) Any Lien securing the Obligations shall, in whole or in part, not be or cease to be a perfected first priority security interest; (ix) A Servicer Termination Event shall have occurred; (x) FC HoldCo, FCA, CF Capital or FC Funding shall fail to pay any principal of or premium or interest on any indebtedness having a principal amount of $5,000,000 or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness and shall not be waived by the requisite holders of such indebtedness; or any other default under any agreement or instrument relating to any such indebtedness of FC HoldCo, FCA, CF Capital or FC Funding, as applicable, 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; or any such indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; (xi) There shall occur a “termination event” or “event of default” or similar event (other than a default by a Lender or by a Hedge Counterparty) under any other Transaction Document; (xii) As of any Payment Date, after giving effect to the distributions on such Payment Date, (A) the Reserve Amount is less than the Reserve Account Required Amount, and such deficiency is not cured on or prior to the immediately succeeding Payment Date or (B) the Hedge Reserve Amount is less than the Hedge Reserve Account Required Amount and such deficiency is not cured on or prior to the immediately succeeding Payment Date; (xiii) A notice of termination with respect to the Master Collection Account Control Agreement shall have been delivered to the Servicer or the Master Collection Account Control Agreement shall be terminated, and a replacement control agreement with respect to the Lockbox Account and Master Collection Account shall not have become effective within ninety (90) days after the earlier of receipt of such notice or such termination; (xiv) As of any Determination Date (in each case calculated without including the Portfolio Purchase Receivables in any component thereof): (A) the Net Spread shall be less than or equal to 4.00%; (B) the Rolling Average Delinquency Ratio shall be greater than (x) for any Collection Period during the period from April 1 to September 30 (and the two preceding Collection Periods), greater than 5.75%; or (y) for any Collection Period during the period from October 1 to March 31 (and the two preceding Collection Periods), greater than 6.50%; (C) the Rolling Annualized Net Loss Ratio shall be greater than 11.00%; or (D) the Rolling Average Extension Ratio shall be greater than 4.00%; (xv) A Change in Control shall have occurred; (xvi) The Tangible Net Worth shall be less than the sum of (a) $180,000,000 plus (b) 50% of the cumulative positive net income (without deduction for negative net income) of FC HoldCo for each fiscal quarter having been completed since December 31, 2014; (xvii) The Leverage Ratio shall be greater than 10.0:1.0; (xviii) FCA, CF Capital and FC Funding shall, as of the last day of any calendar month, fail to have (A) unrestricted cash and cash equivalents and (B) amounts available to be drawn under the credit facilities of FCA and FC Funding and their consolidated subsidiaries so long as FCA or FC Funding, as applicable, can satisfy all conditions precedent to borrowing such amounts, greater than or equal to $5,000,000; (xix) The Borrower shall fail to satisfy the requirements of Section 6.03 of this Agreement; (xx) ▇▇▇▇ ▇▇▇▇▇▇ ceases to be actively engaged in the management and day-to-day affairs of FCA as its president, chief executive officer or as a member of the board of directors of FCA and the Supermajority Lenders have not approved (which approval shall not be unreasonably withheld or delayed) a successor within 60 days of the foregoing; or (xxi) One or more final judgments for the payment of $5,000,000 or more rendered against FCA, CF Capital, FC Funding or any of their material Subsidiaries or Affiliates (other than the Borrower) or one or more final judgments for the payment of $50,000 or more rendered against the Borrower, and such amount is not covered by insurance or indemnity or not discharged, paid or stayed within thirty days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (iiiii) the Performance Guarantor shall repudiate its obligations thereunderdate on which all rights to appeal have been extinguished. (gb) The Internal Revenue Service Upon the occurrence of any Termination Event, the Revolving Period will immediately terminate, the Amortization Date will automatically occur, no further Loans will be made hereunder and all Loans and all other amounts owing by the Borrower under this Agreement shall file be accelerated and become immediately due and payable, without demand, presentment or any notice of a lien pursuant to Section 6323 any kind, all of which are hereby expressly waived by the Borrower, in each case, automatically without any further action on the part of the Code with respect Administrative Agent, any Lender or any other Person, and the Administrative Agent and the Lenders will have all rights and remedies available to amounts in excess of $100,000 with regard them under the Transaction Documents and applicable law (such rights and remedies to any be cumulative and nonexclusive). (c) Upon the occurrence of the Receivables or Related Security Amortization Date in accordance with Section 8.01(b), the Revolving Period shall immediately terminate without further action required on the part of any Person and such lien shall not have been released within thirty (30) daysno further Loans will be made hereunder.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any representation, warranty, certification any representation or statement made or deemed warranty made by the Transferor in 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 false incorrect when made, and as a result of which the interests of the Agent, the Buyer or misleading any other Owner hereunder are materially and adversely affected; (b) any failure by the Transferor to make any payment, transfer or deposit on or before the date such payment, transfer or deposit is required to be made under the terms of this Agreement which continues unremedied for a period of five Business Days; (c) failure on the part of the Transferor duly to observe or perform in any material respect when made any other covenants or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any agreements of the Originators shall fail to make Transferor set forth in any payment or deposit required hereunder when due Transaction Document and such failure shall continue which continues unremedied for one (1) Business Day. (c) Any a period 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.10 days; (d) Any a failure by the Transferor, CompuCredit or any direct Affiliate thereof to perform 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 Transferor, CompuCredit or any direct Affiliate thereof greater than $5,000,000 was created or is governed, regardless of whether such failure constitutes an "event of default" or "default" under any such agreement; or any Indebtedness owing by the Transferor, CompuCredit or any direct affiliate thereof (other than Indebtedness of CompuCredit of the Originators shall fail to perform or observe any other term, covenant or agreement under any type described in clause (vi) of the Transaction Documents definition of "Indebtedness") greater than $5,000,000 shall be declared to be due and continues for thirty payable or required to be prepaid (30other than by a regularly scheduled payment) days from prior to the date that is the earlier of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.maturity thereof; (e) An any Event of Bankruptcy shall occur with respect to any of the Originators.Transferor, CAC, the Account Owner, the Servicer or the Sub-Servicer; (f) the Agent, on behalf of the Buyer and the other Owners, shall, for any reason, fail or cease to have a valid and perfected first priority security interest in the Receivables; (ig) A Performance Undertaking a Servicer Default shall occurhave occurred, and as a result of which the interests of the Agent, the Buyer or any other Owner are materially and adversely affected; (iih) there shall have occurred any material adverse change in the operations of the Transferor, Servicer or Sub-Servicer, or any other event, which materially adversely affects the Transferor's, Servicer's or Sub-Servicer's ability either to collect upon the Receivables or to perform its obligations under the Transaction Documents; (a) the Performance Undertaking Liquidity Provider or the Credit Support Provider shall have given notice that an event of default has occurred and is continuing under any of its respective agreements with Buyer; or (b) the Transferor, CAC or any Account Owner is unable for any reason to transfer Receivables in accordance with the provisions of the applicable Transaction Documents; or (c) the Transferor, CAC or any Account Owner for any reason ceases to transfer the Receivables in accordance with the provisions of the applicable Transaction Documents; or (d) a regulatory, tax or accounting body has ordered that the activities of the Buyer, any Liquidity Provider or Credit Support Provider contemplated hereby be terminated or, as a result of any other event or circumstance, the activities of the Buyer, any Liquidity Provider or Credit Support Provider contemplated hereby may reasonably be expected to cause the Buyer, such Liquidity Provider or such Credit Support Provider, the Person then acting as the administrator or the manager for the Buyer, or any of their respective Affiliates, as applicable, to suffer materially adverse regulatory, accounting or tax consequences. (j) the Subordinate Percentage is less than the Required Subordinate Percentage; (k) CB&T or CAC shall default in the performance of any payment or undertaking to be performed or observed by it under the CB&T Agreement, Affinity Card Agreement or the Facilities Management Agreement and such default shall continue beyond any applicable grace period and shall have a material adverse effect on the interests of the Agent, the Buyer or any other Owner; (l) for so long as the Affinity Card Agreement is in effect, the Letter of Credit (as such term is defined in the Affinity Card Agreement) maintained by CompuCredit in favor of CB&T pursuant to Section 3.3 of the Affinity Card Agreement shall, without the consent of CB&T, be terminated, revoked or reduced, or shall be drawn on, and such termination, revocation or reduction shall not have been remedied within five days and, in the case of a drawing, such drawing shall not have been reimbursed within five days; (m) if CB&T is acting as Servicer or Sub-Servicer with respect to the Receivables or the Accounts in any material respect, the rating of the senior unsecured debt of CB&T is downgraded below Baa2 by Moody's or BBB by Standard & Poor's, respectively; (n) CompuCredit Corporation shall at any time fail to own more than 50% of the outstanding voting stock of CompuCredit Acquisition Corporation or CompuCredit Acquisition Corporation shall at any time fail to own more than 50% of the outstanding voting stock of the Transferor; (o) any of Messrs. ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall cease to be effective employed by CompuCredit, its Affiliates or to agents, and such individual's position shall not be filled within 60 days of such individual's termination of employment or status as an agent by an individual approved by the legally valid, binding and enforceable obligation of the Performance Guarantor, or Agent; (iiip) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to Payment Rate for any of the Receivables months ending after the Closing Date set forth below shall be equal to or Related Security less than the percentage set forth opposite such month below: Month After Closing Date Percentage ------------------------ ---------- Months 7 through 9 2.3% Months 10 through 15 2.5% Months 16 through 20 2.7% Months 21 through 25 2.9% Month 26 and thereafter 3.0%; (q) the Charge-Off Rate for any of the months ending after the Closing Date set forth below shall equal or exceed the percentage set forth opposite such lien month below: Month After Closing Date Percentage ------------------------ ---------- Month 7 42% Month 8 41% Month 9 40% Month 10 39% Month 11 38%; (r) the Three-Month Average Charge-Off Rate for any of the months ending after the Closing Date set forth below shall not equal or exceed the percentage set forth opposite such month below: Month After Closing Date Percentage ------------------------ ---------- Months 12 through 17 38% Months 18 through 24 35% Month 25 and thereafter 28%; (s) the Transferor consolidates or merges with or into any other Person, except that the Transferor may merge with or into another Person so long as (a) the surviving entity is either the Transferor or a Subsidiary of CompuCredit, (b) no Termination Event would occur as a result of such merger and (c) where a Subsidiary of CompuCredit is the surviving entity, such Subsidiary assumes in writing all obligations of the Transferor under the Transaction Documents; (t) CompuCredit consolidates or merges with or into any other Person, except that CompuCredit may merge with or into another Person so long as (a) the surviving entity is either the Servicer or a Subsidiary of CompuCredit, (b) no Termination Event would occur as a result of such merger and (c) where a Subsidiary of CompuCredit is the surviving entity, such Subsidiary assumes in writing all obligations of CompuCredit under the Transaction Documents; (u) any failure by CompuCredit to perform any term, provision or condition of the Guaranty and, in the case of its failure to make a payment under the Guaranty, such payment equals or exceeds $500,000 individually or in the aggregate; or (v) an Event of Default (as such term is defined in the Purchase Agreement) under Section 7.1(a) of the Purchase Agreement shall have occurred and be continuing if at such time the Senior Amounts (as such term is defined in the Purchase Agreement) have been released within thirty (30) dayspaid in full and the Termination Date has not occurred.

Termination Events. The occurrence of any one or more Each of the following events shall constitute be a "Termination Event" hereunder: (a) any amount payable by Borrower under any Note or any other Agreement Document (including without limitation under any forward contract which is entered into or deemed entered into pursuant to Section 1.09) is not paid when due hereunder, which failure continues for: (i) three Business Days, in the case of any payment required to be made on any Maturity Date, or (ii) except as set forth in clause (c), ten Business Days, in the case of any other payment hereunder; (b) Any representation, warranty, certification representation or statement warranty made or deemed to be made by Borrower under or in connection with any of the Originators in this AgreementAgreement Document, or any other Transaction Document information or in any other document report delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.; (bc) Any of the Originators Borrower: (i) shall fail on any Purchase Date to either: (A) issue and sell to BofA Notes having principal amounts equal to all Required Foreign Currency Amounts applicable to such Purchase Date, or (B) deliver to BofA a Deficiency Certificate pursuant to Section 1.02(f), and (ii) shall thereafter fail to make any payment required by Section 1.02(g) or deposit required hereunder when due Section 3.04, and such failure shall continue for one (1) Business 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, make such failure payment shall continue for five (5) Business Days after discovery thereof by the applicable Originator.Days, (d) Any of the Originators Borrower shall fail to perform or observe any other term, covenant or agreement under contained in any Agreement Document (excluding the terms, covenants and agreements described above in Sections 7.01(a) and (c), which failure continues unremedied for (A) one Business Day in the case of any failure to maintain collateral in the Transaction Documents amounts required by Section 6.01(h)(ii) or (h)(iv), and continues for (B) thirty (30) days from in the date that is the earlier case of any other such failure, in each case after written notice by BofA to Borrower; (i) notice thereof Borrower or any of its Subsidiaries shall fail to pay any 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 at least $25,000,000 in the 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 Originator by 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 Person other amount, in each case specified in the agreement or instrument relating to such Debt and shall not have been cured or waived; (ii) discovery any failure to make any payment or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt (including the Bank Credit Agreement), if the effect of such failure, event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable (whether by required prepayment (other than by a regularly scheduled required 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 its scheduled maturity, and, unless such Debt has been accelerated or otherwise has become due and payable prior to its scheduled maturity, such failure, event or condition continues for ten Business Days after any grace period specified in the applicable Originator. agreement or instrument relating to such Debt; or (eiii) An Event of Bankruptcy shall occur with respect any default, termination event, repurchase event or like event by or relating to Borrower or any of its Affiliates shall have occurred under any agreement (other than an Agreement Document) that involves a commitment of $25,000,000 or more and provides for (x) the Originatorssale, assignment or factoring of accounts receivables or (y) any other structured financing or off-balance sheet financing and, in the case of any such default, termination event or like event, shall have continued for the grace period, 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. (f) (i) A Performance Undertaking Default Bankruptcy Event with respect to Borrower or any of its Material Subsidiaries shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder.; (g) There shall occur any event which materially and adversely affects the ability of Borrower to perform its obligations under any Agreement Document; (h) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security assets of Borrower and such lien shall not have been released within thirty 30 days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of Borrower or any of its Affiliates. (30i) Any Change in Control shall occur; (j) Any judgments, decrees, or orders shall be rendered against Borrower or any of its Material Subsidiaries in excess of $15,000,000 in the aggregate and which are not, within a period of 30 days, either satisfied or stayed pending appeal; (k) 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; or (l) 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 If any one or more of the following events shall constitute (each, a "Termination Event") shall occur prior to the Senior Participation Payout Date: (ai) Any any failure by the Portfolio Financial Manager to make any payment, transfer or deposit or to give instructions or notice when required pursuant to this Agreement or the Financing Agreement; (ii) any failure on the part of the Portfolio Financial Manager duly to observe or perform in any material respect any of its other covenants or agreements (not described in paragraph (i) above or (v) below) set forth in this Agreement or the Financing Agreement, which failure materially adversely affects the rights of the Participant and continues unremedied and continues to affect materially and adversely the interests of the Participant for a period of 10 days following the date of such failure; (iii) any representation, warranty, warranty or certification or statement made or deemed made by any of the Originators Portfolio Financial Manager in this Agreement, any other Transaction Document Agreement or in any other document certificate or report delivered pursuant hereto or thereto to this Agreement shall prove to have been false or misleading in any incorrect when made, which has a material respect when made or deemed made; provided that adverse effect on the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.interests of the Participant; (biv) Any there shall occur a change in the stockholders of the Originators Portfolio Financial Manager; (v) the Portfolio Financial Manager shall (A) fail to make follow any payment or deposit instructions given by the Participant in accordance herewith within a reasonable period of time, (B) fail to deliver the financial statements required hereunder when due and such failure shall continue for one (1) Business Day. to be delivered under Section 14A (c) Any of hereof within the Originators shall fail to perform any covenant contained time set forth 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance GuarantorSection, or (iiiC) be unable to perform its responsibilities hereunder or under the Financing Agreement for 10 consecutive days due to any reason, including force majeure; or (vi) the Performance Guarantor Portfolio Financial Manager or any of its stockholders shall repudiate consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its obligations thereunder.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, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Portfolio Financial Manager or any of its stockholders and such decree or order shall have remained in force undischarged or unstayed for a period of 30 days; or the Portfolio Financial Manager or any of its stockholders shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (gvii) The Internal Revenue Service any Event of Default shall file have occurred; then, the Senior Participant, by notice then given in writing to the Portfolio Financial Manager, may terminate all of the rights and obligations of the Portfolio Financial Manager under this Agreement and the Financing Agreement. In addition, during the continuation of a Termination Event, the Senior Participant may act as attorney-in-fact for the Portfolio Financial Manager and do all things necessary to carry out or enforce the obligations of Obligors, KC and King and to preserve the Senior Participant's lien pursuant in and to Section 6323 the Pool. The Senior Participant as attorney-in-fact will not be liable for any act, omission, error of judgment or mistake of fact or law, except where such liabilities arise from such attorney-in-fact's gross negligence or willful misconduct. The Portfolio Financial Manager ratifies and approves all acts of the Code Senior Participant as attorney-in-fact. This power, being coupled with respect to amounts in excess of $100,000 with regard to any of an interest, is irrevocable until the Receivables or Related Security and such lien shall not have been released within thirty (30) daysSenior Participation Payout Date.

Termination Events. The occurrence of any one or more Each of the following events shall constitute be a "Termination Event" hereunder: (ai) Any representationServicer (if Terra Capital) shall fail to perform or observe any term, warranty, certification covenant or statement made agreement hereunder in its capacity as Servicer (other than as referred to in clause (ii) next following) and such failure shall remain unremedied for five Business Days after notice of such failure by the Administrative Agent or deemed made by any of the Originators in this Agreement, any other Transaction Document a Purchaser to Terra Capital or in any other document delivered pursuant hereto (ii) Servicer (if Terra Capital) or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators Seller shall fail to make any payment or deposit required to be made by it hereunder when due and such failure shall continue for one (1) Business Day.; or (b) Any representation or warranty made or deemed to be made by any Terra Party (or any of its officers) under or in connection with this Agreement, any other Agreement Document or any Periodic Report or other information or report delivered pursuant hereto shall prove to have been false or incorrect in any material respect when made and shall remain material at the time in question; or (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 Terra Party shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any of other Agreement Document on its part to be performed or observed and any such failure shall remain unremedied for ten Business Days after written notice thereof shall have been given by the Transaction Documents and continues for thirty (30) days from the date that is the earlier of Administrative Agent to such Terra Party; or (i) notice thereof Any Terra Party shall fail to pay the principal of any Debt of such Person that is outstanding in an aggregate principal amount equal to at least $10,000,000, when due at final maturity and such failure shall continue after the applicable Originator by any Person and grace period, if any, specified in the agreement or instrument relating to such Debt; or (ii) discovery thereof as a result of a default, breach or violation, any such Debt shall be declared to be due and payable, or becomes automatically due and payable, or is required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the applicable Originator.stated maturity thereof; or (e) After any Settlement, Aggregate Required Allocations shall exceed the Required Allocations Limit; or (f) An Event of Bankruptcy shall occur have occurred and remained continuing with respect to any of the Originators.Terra Party; or (fg) Any judgment or order for the payment of money in excess of $1,000,000 shall be rendered against Seller, or any judgment or order for the payment of money in excess of $10,000,000 shall be rendered against any other Terra Party and, in either case, shall not have been satisfied and either (i) A Performance Undertaking Default enforcement proceedings shall occur, have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (h) There shall have occurred any event which materially and adversely affects the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation collectibility of the Performance Guarantor, Pool Receivables or (iii) the Performance Guarantor shall repudiate its obligations thereunder.ability of Servicer to collect the Pool Receivables; or (gi) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security Pool Assets and such lien shall not have been released within thirty 10 Business Days of such filing, 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 Pool Receivables, Related Security or Collections and such lien shall not have been released within 10 Business Days of such filing and in each case, the claim secured by such lien exceeds $5,000,000; or (30j) The occurrence of a Change in Control; or (k) The Sales Based Default Ratio exceeds 5.50%; or (l) The average Dilution Ratio for any three consecutive months exceeds 12.0%; or (m) The remaining term to maturity of any Initial Purchaser Note is less than 150 days.

Termination Events. The occurrence of any one or more Each of the following events shall constitute ------------------ be a "Termination Event:": ----------------- (ai) The Servicer (if IKON Capital or an Affiliate of IKON Capital is the Servicer) shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (ii) next following) and such failure shall remain unremedied ----------- for three Business Days or (ii) the Servicer (if IKON Capital or an Affiliate of IKON Capital is the Servicer) or the Transferor shall fail to make any payment or deposit to be made by it hereunder when due; or (b) Any representation, warranty, certification representation or statement warranty made or deemed to be made by the Transferor or IKON Capital (or any of the Originators its officers) under or in connection with this Agreement, any other Transaction Document or in any Periodic Report or Pay Out Statement or other document information or report delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.or (c) Any of the Originators shall fail to perform any covenant contained in Section 1.1(b) The Transferor 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 IKON Capital shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for ten Business Days after written notice thereof shall have been given by the Agent to the Transferor or IKON Capital, as the case may be; or (d) A default shall have occurred and be continuing under any instrument or agreement evidencing, securing or providing for the issuance of indebtedness for borrowed money of, or guaranteed by, IKON Capital, the Transferor or any Affiliate thereof (provided, that in the case of IKON Office, such indebtedness is in excess of $5,000,000), which default is a payment default or if unremedied, uncured, or unwaived (with or without the passage of time or the giving of notice or both) would permit acceleration of the Transaction Documents maturity of such indebtedness and continues such default shall have continued unremedied, uncured or unwaived for thirty (30) days from the date that is the earlier a period long enough to permit such acceleration and any notice of (i) notice thereof default required to permit acceleration shall have been given; or any default under any agreement or instrument relating to the purchase or transfer of receivables of IKON Capital or the Transferor, or any other event, shall occur and shall continue after the applicable Originator grace period, if any, specified in such agreement or instrument, if the effect of such default is to terminate, or permit the termination of, the commitment of any party to such agreement or instrument to purchase or acquire receivables or the right of the IKON Capital or Transferor to reinvest in receivables the principal amount paid by any Person and (ii) discovery thereof by the applicable Originator.party to such agreement or instrument for an interest in receivables; or (e) An Event of Bankruptcy shall occur have occurred and remained continuing with respect to IKON Capital, the Transferor or any of the Originators.Affiliate thereof; or (f) (i) A Performance Undertaking Default shall occurAny litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings not disclosed in writing by IKON Capital or the Transferor to the Agent and the Transferee prior to the date of execution and delivery of this Agreement is pending against IKON Capital, the Transferor or any Affiliate thereof, or (ii) any material development not so disclosed has occurred in any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the Performance Undertaking shall cease to be effective case of clause (i) or to be (ii), in the legally valid, binding and enforceable obligation opinion of the Performance GuarantorAgent, or (iii) the Performance Guarantor shall repudiate its obligations thereunder.is likely to have a ---------- ---- Material Adverse Effect; or (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with respect to amounts in excess of $100,000 with regard to any of the Receivables assets of IKON Capital or Related Security the Transferor and such lien shall not have been released within thirty 5 days, or the Pension Benefit Guaranty Corporation shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of IKON Capital, the Transferor or IKON Office; or (30h) daysThere shall have occurred or shall exist any event or condition which has, or would have a material possibility of causing, a Material Adverse Effect; or the warranty in Section 6.01(i)(y) or ------------------ 6.02 (i) (y) shall not be true at any time; or ---------- (i) the Unadjusted Transferee's Percentage shall exceed the Maximum Percentage, and such event shall continue for more than 5 Business Days; or (j) The Losses to Liquidations Ratio (1) for any one month period exceeds 9% or (2) for any six consecutive month period exceeds 7.5%; or (k) The average of the Delinquency Ratios for any three consecutive calendar months exceeds 5% or the average of the Default Ratios for any three consecutive calendar months exceeds 4%; or (l) a default shall occur under the Support Agreement, or the Support Agreement shall terminate or cease to be in effect for any reason; or (m) There shall have been entered against IKON Capital or the Transferor one or more judgments, awards or decrees which, in the case of IKON Capital, exceed $2,500,000 at any one time outstanding, excluding judgments, awards or decrees for which there is full insurance and with respect to which the insurer has assumed a responsibility in writing; or (n) IKON Capital ceases to have a long term unsecured debt rating of at least BBB- from S&P and Baa3 from ▇▇▇▇▇'▇; or (o) Transferee shall cease to have a valid, perfected first priority ownership interest in the Receivables and the Related Property for any reason; or (p) Transfer Termination Event shall occur under the Transfer Agreement.

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) Any representation, warranty, certification or statement made or deemed made by 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators Borrower shall fail to make any payment or deposit required hereunder of any monetary Borrower Obligation when due and such failure payable and the same shall continue remain unremedied for one (1) Business Day.Day or more; or (ci) Any of the Originators Borrower shall fail to perform any covenant contained in Section 1.1(b) deliver a Daily Report, Weekly Report, Monthly Report or 4.2 Borrowing Base Certificate as and when due and, in the case of a failure to perform under Section 4.2, required hereunder and such failure shall continue remain unremedied for two (2) Business Days or more, (ii) any Originator shall fail or neglect to perform, keep or observe any covenant or provision of Section 4.04 of the Sale Agreement or Article V of the Sale Agreement, (iii) the Borrower, any Originator or the Servicer 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 8.01) and the same shall remain unremedied for five (5) Business Days after discovery thereof by or more following the applicable Originator.earlier to occur of an Authorized Officer of the Borrower becoming aware of such breach and the Borrower’s receipt of notice thereof; or (dc) Any (i) an Originator, the Borrower, the Parent or any of the Originators Parent’s other Subsidiaries shall fail to perform or observe make 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur payment with respect to any of its Debts which, except with respect to the Originators.Borrower, is in an aggregate principal amount in excess of $10,000,000 (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 or other occurrence shall occur under any agreement, document or instrument to which an Originator, the Borrower, the Parent or any of the Parent’s other Subsidiaries is a party or by which it or its property is bound (other than a Related Document) which relates to a Debt which, except with respect to the Borrower, is in an aggregate principal amount in excess of $10,000,000, which event shall remain unremedied within the applicable grace period with respect thereto, and the effect of such default, breach or occurrence is to cause or to permit the holder or holders then to cause such Debt to become or be declared due prior to their stated maturity; or (d) a case or proceeding shall have been commenced against the Borrower, any Originator, the Parent or any of the Parent’s other Subsidiaries 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, so long as the Borrower is not a debtor in any such case or proceedings, 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 a case or proceeding described in this subsection (d) or (y) any of the events described in Section 8.01(e) shall have occurred; or (e) the Borrower, any Originator, the Parent or any of the Parent’s other Subsidiaries 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 any proceedings under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any petition thereunder 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 action in furtherance of any of the foregoing; or (f) any Originator, the Borrower, or the Servicer (i) A Performance Undertaking Default shall occurgenerally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its debts as such debts become due or (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall is not have been released within thirty (30) days.Solvent; or

Termination Events. The occurrence of any one or more of the following events shall constitute a be termination events (“Termination EventEvents”) hereunder: (a) Any representationdefault by the Borrower in the payment of any amount due and payable pursuant to Section 2.7(a)(iii), warrantyand 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, certification for a period of two (2) Business Days or statement made 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 deemed made the Originator to make any payment or deposit required by the terms of any Transaction Documents; or (f) failure on the part of the Borrower or the Originator in any material respect to observe or perform any of the Originators its covenants or agreements set forth in this Agreement, Agreement or any other Transaction Document and such failure continues unremedied for more than 30 Business Days after written notice to the Borrower or the Originator (or 60 days if necessary to remedy such default); or (g) any representation or warranty made or deemed to be made by the Borrower or the Originator 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 misleading incorrect in any material respect when made, deemed made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due delivered, and such failure shall continue continues unremedied for one more than 30 days after the earlier of (1x) Business Day.the date on which the Borrower or Credit Acceptance discovers such breach or (y) the date on which the Borrower or Credit Acceptance receives written notice of such breach; or (ch) Any the occurrence of an Insolvency Event relating to the 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 Originators Investment Company Act; or (j) a regulatory, tax or accounting body has ordered that the activities of the Borrower or any Affiliate of the Borrower contemplated hereby be terminated or may reasonably be expected to cause the Borrower or any Affiliate to suffer materially adverse regulatory, accounting or tax consequences; or (k) there shall fail to perform exist any covenant contained in Section 1.1(bevent or occurrence that has a reasonable possibility of causing a Material Adverse Effect; or (l) the Borrower, the Servicer or 4.2 when due andCredit Acceptance shall enter into any merger, consolidation or conveyance transaction, unless in the case of a failure to perform under Section 4.2Credit Acceptance or the Servicer, such failure shall continue for five (5) Business Days after discovery thereof by the applicable Originator.Servicer or Credit Acceptance, as applicable, is the surviving entity; or (dm) 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 either (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service IRS shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Originator and such lien (A) could reasonably be expected to have a Material Adverse Effect with respect to amounts in excess the Originator and (B) shall not have been released within five (5) Business Days, or (ii) the Pension Benefit Guaranty Corporation shall file notice of $100,000 a lien pursuant to Section 4068 of ERISA with regard to any of the Receivables assets of the Borrower or Related Security the Originator and such lien (A) could reasonably be expected to have a Material Adverse Effect with respect to the Originator and (ii) shall not have been released within thirty five (305) daysBusiness Days; or (n) the Collateral Agent ceases to have a valid 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, the portion of the Collateral in which the Collateral Agent does not have a valid and perfected first priority security interest will be material if the outstanding balance of the related Contracts exceeds 3% of the Aggregate Outstanding Eligible Loan Balance of all Eligible Contracts; or (o) any Change-in-Control shall occur; or (p) cumulative Collections are less than 75% of cumulative Forecasted Collections for any three consecutive Collection Periods.

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) Any representationthe Borrower shall fail to make any payment of any monetary Borrower Obligation when due and payable and the same shall remain unremedied for one (1) Business Day or more; or (i) the Borrower shall fail to deliver a Daily Report, warrantyWeekly Report, certification Monthly Report or statement made Borrowing Base Certificate as and when required hereunder and such failure shall remain unremedied for two (2) Business Days or deemed made more, (ii) any Originator shall fail or neglect to perform, keep or observe any covenant or provision of Section 4.04 of the Sale Agreement or Article V of the Sale Agreement, (iii) the Borrower, any Originator or the Servicer 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 8.01) and the same shall remain unremedied for two (2) Business Days or more following the earlier to occur of an Authorized Officer of the Borrower becoming aware of such breach and the Borrower’s receipt of notice thereof; or (c) (i) an Originator, the Borrower, the Parent or any of the Originators Parent’s other 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 exceeding the Dollar Equivalent of $50,000,000 (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 or other occurrence shall occur and be continuing under any agreement, document or instrument to which an Originator, the Borrower, the Parent or any of the Parent’s other Subsidiaries is a party or by which it or its property is bound (other than a Related Document) which relates to a Debt which, except with respect to the Borrower, is in an aggregate principal amount exceeding the Dollar Equivalent of $50,000,000, which event shall remain unremedied within the applicable grace period with respect thereto, and the effect of such default, breach or occurrence is to cause or to permit the holder or holders then to cause such Debt to become or be declared due prior to their stated maturity; or (d) a case or proceeding shall have been commenced against the Borrower, any Originator, the Parent or any of the Parent’s other Subsidiaries seeking a decree or order in respect of any such Person under any Debtor Relief Laws or any other applicable federal, state, provincial 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, so long as the Borrower is not a debtor in any such case or proceedings, such case or proceeding continues for 60 days unless dismissed or discharged; provided 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 a case or proceeding described in this Agreementsubsection (d) or (y) any of the events described in Section 8.01(e) shall have occurred; or (e) the Borrower, any Originator, the Parent or any of the Parent’s other Transaction Subsidiaries shall (i) file a petition seeking relief under any Debtor Relief Laws or any other applicable federal, state, provincial or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings under any Debtor Relief Laws or any other applicable federal, state, provincial or foreign bankruptcy or similar law or to the filing of any petition thereunder 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 action in furtherance of any of the foregoing; or (f) any Originator, the Borrower, Parent, or the Servicer (i) generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its debts as such debts become due or (ii) is not Solvent; or (g) a final judgment or judgments for the payment of money in excess of the Dollar Equivalent of $10,000,000 in the aggregate (net of insurance proceeds) at any time outstanding shall be rendered against any Originator, the Parent or any Subsidiary of the Parent (other than the Borrower) and either (i) enforcement proceedings shall have been commenced upon any such judgment or (ii) the same shall not, within 30 days after the entry thereof, have been discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; or (h) a judgment or order for the payment of money in excess of the Dollar Equivalent of $2,500 shall be rendered against the Borrower; or (i) (i) any information contained in any Borrowing Base Certificate or any Borrowing Request is untrue or incorrect in any respect, or (ii) any representation or warranty of any Originator or the Borrower herein or in any other Related Document or in any written statement, report, financial statement or certificate (other document than a Borrowing Base Certificate or any Borrowing Request) made or delivered pursuant by or on behalf of such Originator or the Borrower to any Affected Party hereto or thereto shall prove to have been false is untrue or misleading incorrect in any material respect as of the date when made or deemed made; provided that or (j) any Governmental Authority (including the materiality threshold in this subsection IRS or the PBGC) shall file notice of a Lien with respect to a Pension Plan of any Originator, the Parent or any of their respective ERISA Affiliates with regard to any assets of any Originator, the Parent or any of their respective ERISA Affiliates (other than a Lien (i) limited by its terms to assets other than Transferred Receivables and (ii) not be applicable materially adversely affecting the financial condition of such Originator, the Parent or any such ERISA Affiliate or the ability of the Servicer to perform its duties hereunder or under the Related Documents); or (k) any Governmental Authority (including the IRS or the PBGC) shall file notice of a Lien with regard to any of the assets of the Borrower, or a contribution failure occurs with respect to any representation Pension Plan of the Borrower or warranty which itself contains any ERISA Affiliate of the Borrower sufficient to give rise to a materiality threshold.lien under section 303(k) of ERISA; or (bl) Any (1) there shall have occurred any event which, in the reasonable judgment of the Administrative Agent (acting at the direction of the Requisite Lenders), materially and adversely impairs (i) the ability of the Originators shall fail (taken as a whole) to make any payment or deposit required hereunder when due and such failure shall continue for one originate Receivables (1other than Excluded Receivables) Business Day. (c) Any of a credit quality which are at least 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 credit quality of the Originators shall fail to perform or observe any Receivables (other term, covenant or agreement under any than Excluded Receivables) as 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur2016 Effective Date, (ii) the Performance Undertaking shall cease to be effective financial condition or to be the legally valid, binding and enforceable obligation operations of the Performance GuarantorOriginators (taken as a whole), the Borrower or the Parent, or (iii) the Performance Guarantor collectability of Receivables (other than Excluded Receivables), or (2) the Administrative Agent shall repudiate its obligations thereunder.have determined (and so notified the Borrower) that any event or condition that has had or could reasonably be expected to have or result in a Material Adverse Effect has occurred; or (gi) The Internal Revenue Service a default or breach shall file occur under any provision of the Sale Agreement and after the passing of any applicable grace period the same shall remain unremedied for two (2) Business Days or more following the earlier to occur of an Authorized Officer of the Borrower becoming aware of such breach and the Borrower’s receipt of notice thereof, or (ii) the Sale Agreement shall for any reason cease to evidence the transfer to the Borrower of the legal and equitable title to, and ownership of, the Transferred Receivables; or (n) except as otherwise expressly provided herein, any Account Agreement shall have been modified, amended or terminated without the prior written consent of the Administrative Agent and the Requisite Lenders; or (o) an Event of Servicer Termination shall have occurred; or (A) the Borrower shall cease to hold valid and properly perfected title to and sole record and beneficial ownership in the Transferred Receivables and the other Borrower Collateral or (B) the Administrative Agent (on behalf of the Lenders) shall cease to hold a lien first priority, perfected Lien in the Transferred Receivables or any of the Borrower Collateral; or (q) a Change of Control shall have occurred; or (r) the Borrower shall amend its certificate of incorporation or bylaws without the express prior written consent of the Requisite Lenders and the Administrative Agent; or (s) the Borrower shall have received an Election Notice pursuant to Section 6323 2.01(d) of the Code Sale Agreement; or (t) (i) the Default Trigger Ratio shall exceed 2.00%; (ii) the Delinquency Trigger Ratio shall exceed 2.50%; (iii) the Dilution Trigger Ratio shall exceed 5.75%; or (iv) the Receivables Collection Turnover Trigger shall exceed 47.5 days; or (u) the Administrative Agent shall have received a “Receivables Termination Notice” or an “Enforcement Notice” in each case, under (and as defined in) the applicable Intercreditor Agreement; (v) any material provision of any Related Document shall for any reason cease to be valid, binding and enforceable in accordance with respect its terms (or any Originator or the Borrower shall challenge the enforceability of any Related Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Related Documents has ceased to amounts be or otherwise is not valid, binding and enforceable in accordance with its terms); or (w) institution of any steps by the Borrower or any other Person to terminate a Pension Plan of the Borrower or any ERISA Affiliate of the Borrower if as a result of such termination the Borrower could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan, in excess of the Dollar Equivalent of $100,000 1,500,000; or (x) the Borrower shall fail to obtain an Explicit Rating within the applicable time frame specified in Section 2.11 (giving effect to any additional time period applicable under Section 2.11); or (y) a Funding Excess exists at any time and the Borrower has not repaid the amount of such Funding Excess within one (1) Business Day in accordance with regard Section 2.08; then, and in any such event, the Administrative Agent, may, with the consent of the Requisite Lenders, and shall, at the request of the Requisite Lenders, by notice to the Borrower, declare the Facility Termination Date to have occurred without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided that the Facility Termination Date shall automatically occur upon the occurrence of any of the Receivables Termination Events described in Section 8.01(d) or Related Security (e), in each case without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence of the Facility Termination Date, all Borrower Obligations shall automatically be and such lien become due and payable in full, without any action to be taken on the part of any Person. In addition, if any Event of Servicer Termination shall not have been released within thirty (30) daysoccurred, then the Administrative Agent may, and shall, at the request of the Requisite Lenders, by delivery of a Servicer Termination Notice to Buyer and the Servicer, terminate the servicing responsibilities of the Servicer under the Sale Agreement in accordance with the terms thereof.

Termination Events. The occurrence of any one or more of the following events shall constitute a “Termination Event” under this Agreement: (a) Any representationan Insolvency Event with respect to the Transferor, warrantyT-Mobile PCS Holdings (whether or not it shall then be the Servicer), certification the Initial Purchaser, any Originator or statement made either Performance Guarantor shall have occurred; (b) default in the payment of any Yield owing to any Funding Agent or deemed made by 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) any covenant or agreement of the Originators Transferor made in this AgreementAgreement 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) any other Transaction Document representation or warranty of the Transferor made in any other document delivered pursuant hereto this Agreement for the benefit of the Administrative Agent, the Funding Agents or thereto shall prove the Owners proving to have been false or misleading incorrect in any material respect as of the time when made the same shall have been made, which default or deemed made; provided that inaccuracy, as applicable, has an Adverse Effect on the materiality threshold Administrative Agent, the Funding Agents or the Owners and continues unremedied for fifteen (15) 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 Transferor by the Administrative Agent or the Funding Agents; (e) failure on the part of T-Mobile PCS Holdings, the Transferor, the Initial Purchaser, any Originator or the Servicer (as used in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (bparagraph, the “Breaching Party”) Any of the Originators shall fail to make any payment payment, transfer or deposit required hereunder when due by the terms of this Agreement, the Sale and Conveyancing Agreement or the Sale and Contribution Agreement on or before the date such payment, transfer or deposit is required to be made herein or therein and such failure shall continue for one (1) Business Day. (c) Any a period 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 written notice to an Authorized Officer of T- 740293053.3 ▇▇▇▇▇▇▇▇ Mobile PCS Holdings and (if different) the applicable Originator.Breaching Party, or actual knowledge by an Authorized Officer of T-Mobile PCS Holdings and (if different) the applicable Breaching Party; (df) Any the Transferor is required to register as an investment company under the Investment Company Act; (g) a breach of any covenant of the Originators shall fail to perform Transferor, the Initial Purchaser, any Originator or observe any other termthe Servicer in this Agreement, covenant the Sale and Conveyancing Agreement or agreement under any of the Transaction Documents Sale and continues for thirty (30) days from the date that is the earlier of Contribution Agreement, as applicable, which breach (i) notice thereof to has an Adverse Effect on the applicable Originator by interest of any Person Funding Agent or any Owner and (ii) discovery thereof by continues for a period of fifteen (15) days after the date on which written notice of 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, Initial Purchaser, the applicable OriginatorOriginator or the Servicer, as applicable, or after discovery of such breach by an Authorized Officer of the Transferor, Initial Purchaser, the applicable Originator or the Servicer, as applicable. (eh) An Event as of Bankruptcy any date of determination, an Asset Base Deficiency exists, and such condition continues unremedied for a period of ten (10) consecutive Business Days; (i) any purchase pursuant to this Agreement shall occur with respect for any reason cease to create a valid and perfected ownership or security interest in each applicable Transferred Receivable free and clear of any Lien (other than any Lien arising under any Related Document); (j) either of the Sale and Conveyancing Agreement or the Sale and Contribution Agreement shall no longer be in effect, or any of the Originators.Originators or the Initial Purchaser, as applicable, shall fail to perform, in a timely manner, any of its material obligations thereunder or there shall have occurred any material breach of any of the representations and warranties, or any covenants or other agreements, made thereunder by any of the Originators or the Initial Purchaser, as applicable; or (f) (i) A Performance Undertaking Default shall occur, (iik) the Performance Undertaking Administrative Agent (for the benefit of the Owners) shall cease fail to be effective have 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 (e) above shall run contemporaneously with the comparable five (5) Business Day grace period relating to the comparable covenant or to be the legally valid, binding and enforceable obligation of the Performance GuarantorTransferor or the Servicer, as applicable, to pay, transfer or deposit funds in this Agreement, the Sale and Conveyancing Agreement or the Sale and Contribution Agreement. The Transferor shall deliver to the Administrative Agent, promptly, but in any event within five (iii5) days after the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file occurrence of any Termination Event, written notice in the form of a lien pursuant to Section 6323 an Officer’s Certificate of the Code Transferor of such Termination Event, its status and what action the Transferor is taking or proposes to take with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.thereto. 740293053.3 21668437

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)) and such failure shall continue for seven (7) consecutive Business Days; (b) Any representation, warranty, certification or statement made or deemed made by any of the Originators Originator in this Agreement, any other Transaction Document Agreement or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.; (c) Any An Originator 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 an Originator or for a substantial part of the Originators property thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for an Originator or for a substantial part of the property thereof and shall not be discharged within 30 days; (d) Any bankruptcy, reorganization, debt arrangement or other proceedings under any bankruptcy or insolvency law shall be instituted by or against an Originator, and, if instituted against an Originator, shall have been consented to or acquiesced in by such Originator, or shall remain undismissed for 30 days, or an order for relief shall have been entered against an Originator, or an Originator shall take any corporate action to approve institution of, or acquiescence in, such a proceeding; (e) Any dissolution or liquidation proceeding shall be instituted by or against an Originator and, if instituted against an Originator, shall be consented to or acquiesced in by such Originator or shall remain for 30 days undismissed, or an Originator shall take any corporate action to approve institution of, or acquiescence in, such a proceeding; (f) 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 an Originator and such Originator 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; (g) The maturity of any indebtedness of an Originator in an aggregate amount of $2,000,000 or more shall be accelerated, or an Originator shall fail to perform pay any covenant contained such indebtedness in Section 1.1(b) or 4.2 such amount when due andor, in the case of a failure to perform under Section 4.2such indebtedness payable on demand, such failure when demanded, or any event shall occur or condition shall exist and shall continue for five (5) Business Days after discovery thereof by more than the period of grace, if any, applicable Originator.thereto and shall have the effect of causing, or permitting the holder of any such indebtedness or any trustee or other Person acting on behalf of such holder to cause, such indebtedness in such amount to become due prior to its stated maturity or to realize upon any collateral given as security therefore; (dh) Any execution or attachment shall be issued whereby any substantial part of the Originators property of an Originator shall fail be taken or attempted to perform be taken and the same shall not have been vacated or observe any other term, covenant or agreement under any of stayed within 30 days after the Transaction Documents and continues for thirty (30) days from the date that is the earlier of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.issuance thereof; (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default Change of Control shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder.; or (gj) The Internal Revenue Service shall file notice occurrence of a lien pursuant to Section 6323 of Termination Event under the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysPurchase Agreement.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any representation, warranty, certification or statement made or deemed made by the Company defaults in the payment of the principal of any of the Originators in this AgreementNotes, when the same shall become due and payable, whether at maturity, upon any other Transaction Document optional or in any other document delivered pursuant hereto mandatory redemption or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.otherwise; (b) Any the Company defaults in the payment of any interest on any of the Originators shall fail to make Notes or any payment or deposit required hereunder other amount due hereunder, when the same becomes due and payable, and such failure shall continue for one (1) Business 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 default is not cured within five (5) Business Days after discovery thereof by Days; (c) the applicable Originator.Company fails to use the proceeds from the sale of the Notes as provided in the Budget; (d) Any any Credit Party fails duly to observe or perform any of the Originators shall fail to perform its covenants or observe any other term, covenant agreements contained in this Agreement or agreement under any of the Transaction Related Documents and continues for thirty to which it is a party (30other than as set forth in (a), (b) days from the date that is the earlier of (i) notice thereof to the applicable Originator by any Person and (iic) discovery thereof by above), and, if such failure is capable of cure, such failure continues uncured for a period of 10 days, provided, however, that, if such failure is not capable of cure within 10 days, such 10 day period shall be extended to 30 days, provided the applicable Originator.breaching Credit Party is making a good faith and diligent attempt to cure; or (e) An Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated ("Merr▇▇▇ ▇▇▇c▇") ▇as advised MSAM that the Initial Public Offering cannot in its view be completed or fails to advise MSAM within two days (upon MSAM making a request) that the Initial Public Offering can in its view be completed, provided that the foregoing shall not constitute a Termination Event for a period of 180 days after the date such notice is delivered by MSAM to the Company; provided further, that, if after advising MSAM as aforesaid Merr▇▇▇ ▇▇▇c▇ ▇▇▇erses its position, no Termination Event shall be deemed to have occurred, except that, if Merr▇▇▇ ▇▇▇c▇ ▇▇▇erses its position again, it shall constitute a Termination Event on the expiration of the number of days remaining in the 180-day period at the time Merr▇▇▇ ▇▇▇c▇ ▇▇▇st reversed its position (and no further tolling of such period shall be permitted); or (f) any Credit Party or any Subsidiary shall: (i) commence a voluntary case under any applicable Bankruptcy shall Law; (ii) consent to the entry of an order for relief against it in any involuntary case under any applicable Bankruptcy Law; (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) generally not pay its debts as they become due or admit in writing its inability to pay its debts; provided, however, that if any of the foregoing occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default a Subsidiary other than a Controlled Subsidiary, it shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder.not constitute a Termination Event unless it would have a Material Adverse Effect; (g) The Internal Revenue Service shall file notice a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against any Credit Party, or any Subsidiary in an involuntary case; (ii) appoints a lien pursuant to Section 6323 Custodian of any Credit Party or any Subsidiary or for any substantial part of his or its property; or (iii) orders the winding up or liquidation of any Credit Party or Subsidiary; provided, however, that if any of the Code foregoing occur with respect to amounts a Subsidiary other than a Controlled Subsidiary, it shall not constitute a Termination Event unless it would have a Material Adverse Effect; (h) Any involuntary case, proceeding or other action is commenced against any Credit Party or Subsidiary under any Bankruptcy Law and such case, proceeding or other action remains undismissed for a period of 60 days; provided, however, that if any of the foregoing occur with respect to a Subsidiary other than a Controlled Subsidiary, it shall not constitute a Termination Event unless it would have a Material Adverse Effect; (i) Any Credit Party or Subsidiary shall fail to pay any Indebtedness (other than the Notes) when due or shall default in the performance of any other obligations relating to such indebtedness if the effect of such defaults is to accelerate the maturity of such Indebtedness or to permit the holders thereof to cause such Indebtedness to become due prior to its stated due date, and such failure to default shall continue unremediated for a period of 60 days; provided, however, that if any of the foregoing occur with respect to a Subsidiary other than a Controlled Subsidiary, it shall not constitute a Termination Event unless it would have a Material Adverse Effect; (j) any judgment or decree for the payment of money in excess of $100,000 with regard 250,000 (to the extent not covered by insurance or a bond) shall be rendered against any Credit Party or any Subsidiary and shall not be paid or discharged, waived or the execution thereof stayed on appeal within 30 days following the entry of such judgment or decree or (ii) any judgment or decree; (k) If the Shareholder resigns as the Chief Executive Officer of the Receivables Company; (l) If the Company unintentionally breaches a representation or Related Security warranty contained in this Agreement that has a Material Adverse Effect, and such lien shall not have been released within thirty breaches continue for a period of 30 days without being cured if capable of being cured; or (30m) daysIf the Company intentionally breaches a representation or warranty contained in this Agreement.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any the Transferor, any Seller or the Collection Agent shall fail to make any payment or deposit to be made by it hereunder or under any of the Transaction Documents and such failure shall continue for one (1) Business Day after the date such payment or deposit became due hereunder or thereunder; or (b) any representation, warranty, certification or statement made by the Transferor, the Guarantor or deemed made by any of the Originators Seller 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 false or misleading incorrect in any material respect when made or deemed made; , provided, however, that if any such representation, warranty, certification or statement relates to a Receivable for which the Transferor has paid to the Collection Agent an amount equal to the Outstanding Balance of such Receivable pursuant to subsection 2.9(a) hereof or if a breach of the representation and warranty in Section 3.1, 3.2 or 3.3 has been corrected within the time period provided that for herein, and in the materiality threshold in this subsection shall not be applicable with respect to any case of Section 3.1(f) or Section 3.1(s)(i) within 15 days of notice thereof, then the breach of such representation or warranty which itself contains shall not give rise to a materiality threshold. Termination Event under this subsection (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.); or (c) Any Failure on the part of any Seller, the Originators shall fail Guarantor or the Transferor to observe or perform in 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 material respect any other term, covenant or agreement under in this Agreement or any of other Transaction Document within the Transaction Documents and continues time period provided for thirty such performance; or (30d) days from the date that is the earlier of (i) notice thereof failure of the Transferor, any Seller, the Guarantor or any Affiliate of the Transferor, the Guarantor or any Seller to the applicable Originator by 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 $10,000,000 is governed; or (ii) discovery thereof the material default by the applicable Originator.Transferor, the Guarantor, any Seller or any Affiliate of the Transferor, the Guarantor or any Seller in the performance of any material term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the Transferor, the Guarantor, any Seller or any Affiliate of the Transferor, the Guarantor or any Seller greater than $10,000,000 was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement, which is a Material Adverse Effect; or (iii) any Indebtedness owing by the Transferor, the Guarantor, any Seller or any Affiliate of the Transferor, the Guarantor or any Seller greater than $10,000,000 shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) by reason of a breach or default of same prior to the date of maturity thereof; or (ei) An any Event of Bankruptcy shall occur with respect to the Transferor, or (ii) an Event of Bankruptcy shall occur with respect to the Guarantor or any Seller or Affiliate of the Originators.Guarantor or any Seller which, in the reasonable opinion of the Administrative Agent, is a Material Adverse Effect; or (f) the Administrative Agent, on behalf of the Funding Agents, the Initial Purchasers and the PARCO APA Banks, 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, the Required Currency Hedge, Collections and Proceeds with respect thereto, and any other Transferor Collateral free and clear of any Adverse Claims; or (g) a Collection Agent Default shall have occurred; or (h) the Purchase Termination Date shall have occurred under the Receivables Purchase Agreement; or (i) A Performance Undertaking Default without obtaining the prior written consent of each Funding Agent, which consents shall occurbe obtained by the Administrative Agent, the Transferor or any Seller or the Guarantor shall enter into any transaction or merger whereby it is not the surviving entity (other than a merger permitted pursuant to either Section 5.2(d) or Section 5.4(b) hereof); or (j) there shall have occurred a Material Adverse Effect with respect to the Transferor or any Seller since the Closing Date; or (k) the institution of any litigation, arbitration proceedings or governmental proceeding involving any Seller or the Transferor or the Receivables which would be reasonably likely to have a Material Adverse Effect; or (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor deposits to the Funding Accounts on the next Business Day, for the benefit of the Initial Purchasers and/or the PARCO APA Banks, as applicable, from previously received Collections that have been released to or set aside for the Transferor pursuant to Section 2.5 hereof or other funds available to the Transferor, an amount that brings the Percentage Factor to less than or equal to the Maximum Percentage Factor or increases the balance of the Receivables on the next Business Day so as to reduce the Percentage Factor to less than or equal to 100%; or (ii) the Aggregate Net Investment exceeds the Facility Limit; or (m) the average Dilution Ratio for the three (3) preceding Settlement Periods exceeds 4.00%; or (n) the average Aged Receivables Ratio for the three (3) preceding Settlement Periods exceeds 6.50%; or (o) (i) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against a Seller, the Collection Agent, the Guarantor or their Subsidiaries or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed or to the extent that an insurance carrier has accepted a claim for coverage thereto; (ii) one or more judgments for the payment of money shall be rendered against the Transferor and shall not have been satisfied; or (iii) any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Transferor, a Seller, the Collection Agent, the Guarantor, or their Subsidiaries to enforce any such judgment; or (p) the Collection Agent shall fail to deliver to the Administrative Agent any report required to be delivered by it under the terms of the Transaction Documents within one (1) Business Day of (i) with respect to any Settlement Report or Weekly Report, when such report was due or (ii) with respect to any other report, receipt by the Collection Agent of written notice from the Administrative Agent that such report is due; or (q) the imposition of (i) tax liens against the Transferor, (ii) tax liens against any Seller or the Performance Undertaking shall cease to be effective or to be the legally valid, binding Guarantor unless such lien would not have a Material Adverse Effect and enforceable obligation has been released within fifteen (15) days of the Performance earlier of (a) the date such Seller or the Guarantor, as applicable, has knowledge of the imposition of such tax lien or (b) the date on which such Seller or the Guarantor, as applicable, receives notice of the imposition of such tax lien, and (iii) ERISA liens; or (r) there shall have occurred a Change in Control; or (s) the Performance Guarantor shall repudiate its obligations thereunder.permit the Interest Coverage Ratio to be less than the ratio set forth in subsection (b) of the definition of "Interest Coverage Ratio" for such period; or (gt) The Internal Revenue Service the Guarantor shall file notice of a lien pursuant to Section 6323 permit the Leverage Ratio during any period set forth in subsection (b) of the Code with respect definition of "Leverage Ratio" to amounts be greater than the ratio set forth in excess of $100,000 with regard such definition for such period; or (u) C&A and the Sellers (in the aggregate) fail to any maintain 100% ownership of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysTransferor.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: If Contractor (a) Any representation, warranty, certification shall commence a voluntary proceeding (or statement made an involuntary proceeding shall be commenced against Contractor which remains not stayed or deemed made by 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue discharged for one (1) Business 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 more than thirty (30) days from after Contractor receives a notice of such involuntary proceeding) seeking liquidation, reorganization, or other relief with respect to Contractor or its debts under any bankruptcy, insolvency, or other similar laws now or hereafter in effect or seeking the date that is the earlier appointment of (i) notice thereof a trustee, receiver, liquidator, custodian, or other similar official of Contractor or a substantial part of its property, or if Contractor shall consent to any such relief or to the applicable Originator appointment of or taking possession by any Person such official in any such proceeding commenced by or against Contractor, or (b) makes a general assignment for the benefit of its creditors, (c) fails to achieve Substantial Completion within 90 days after the Guaranteed Completion Date and upon or after the 90th day is not applying all reasonable effort to achieve Substantial Completion or, notwithstanding having used all reasonable efforts to achieve Substantial Completion, fails to do so within one (ii1) discovery thereof by year after the applicable Originator. Guaranteed Completion Date, (d) repeated failures to make prompt payment to Subcontractors or for materials, equipment, or labor, unless Contractor places reasonably satisfactory security protecting the Owner, (e) An Event commits a material violation of Bankruptcy shall occur with respect any Laws pertaining to any performance of the Originators. its obligations under this Contract, or (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation otherwise breaches a material provision of the Performance GuarantorContract Documents, then Owner may without prejudice to any other right or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 remedy terminate this Agreement and take possession of the Code with respect Work and may finish the Work by whatever method Owner may deem expedient. In such case Contractor shall not be entitled to amounts in excess of $100,000 with regard receive any further payment until the Work is finished. Owner's right to any terminate the Agreement following the occurrence of the Receivables events or Related Security and such lien circumstances described in this Section 17.1 shall not have been released within be subject to Owner having first given Contractor thirty (30) days' prior written notice of its intention to terminate the Agreement, during which period Contractor shall have failed in the case of paragraph (c), (d), (e) and (f) to remedy or to take all reasonable steps to remedy of the default.

Termination Events. The occurrence of any one or more Any of the following events acts or occurrences set forth in this Section 6.2 shall constitute a Termination Event under this Agreement (each, a “Termination Event:”). (a) Any representation, warranty, certification The Asset Manager shall fail to observe or statement made or deemed made by 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 false or misleading perform in any material respect when made any covenant or deemed made; provided that agreement required to be performed thereby under this Agreement and such failure shall continue unremedied for thirty (30) days after written notice of such breach shall have been given to the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdAsset Manager. (b) Any representation, warranty of the Originators Asset Manager set forth in Article V hereof shall fail prove to make be incorrect in any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Daymaterial respect as of the date made. (c) Any A petition naming the Asset Manager as debtor shall be filed under the United States Bankruptcy Code, or the Asset Manager shall be adjudicated bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of its creditors; or shall generally not be paying its debts as they become due; or shall apply for, or consent to, the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its properties; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Originators Asset Manager; or the Asset Manager shall fail institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding (other than under the United States Bankruptcy Code) relating to perform it under the laws of any covenant contained in Section 1.1(bjurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Asset Manager; or 4.2 when due andany judgment, in writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the case property of a failure to perform under Section 4.2, such failure shall continue for five (5) Business Days after discovery thereof by the applicable OriginatorAsset Manager. (d) Any of Except as permitted under this Agreement, the Originators Asset Manager shall fail accept or receive, or agree to perform accept or observe receive, any rebate, refund, commission, fee, kickback or similar payment, whether cash or otherwise and whether paid by or originating with an obligor or any other termparty (including, covenant but not limited to, brokers and agents), as a result of, or agreement under in 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect way in connection with, management activities related to any Asset or in connection with the sale, disposition or transfer of the Originatorsany Asset. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

Termination Events. The occurrence of If any one or more of the following events ("Termination Events") shall constitute a Termination Eventoccur: (ai) Any representationServicer (if Seller or an Affiliate of Seller) shall fail to perform or observe any term, warranty, certification covenant or statement made agreement hereunder (other than as referred to in clause (ii) next following) and such failure shall remain unremedied for two (2) Business Days after notice (which may be by telephone) to Seller if such failure is the failure to deliver a Periodic Report when due or deemed made ten (10) Business Days after notice (which may be by any telephone) to Seller in all other cases or (ii) Servicer (if Seller or an Affiliate of the Originators in this Agreement, any other Transaction Document Seller) or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall Seller (if not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (bServicer) Any of the Originators shall fail to make any payment or deposit required to be made by it hereunder when due and such failure shall continue for one (1) Business Day.due; or (cb) Any of the Originators Seller or Guarantor shall fail to perform or observe any term, obligation, covenant or agreement contained in Section 1.1(b7.03 or 7.04 or to furnish to the Administrative Agent, pursuant to Section 7.02(e), a certificate required as a result of knowledge by an Executive Officer of Seller or Guarantor (as applicable) or 4.2 when due and, in of the case occurrence 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.Termination Event or an Unmatured Termination Event; or (di) Any of the Originators If Seller shall fail to perform or observe any other term, obligation, covenant or agreement under contained herein on its part to be performed or observed (other than in Section 7.03 or 7.04) and any such failure remains unremedied, until the first to occur of the Transaction Documents and continues for date forty-five (45) days after an Executive Officer of Seller or Guarantor first obtains knowledge, or should have, in the exercise of reasonable diligence, obtained knowledge, thereof or the date thirty (30) days from the date that is the earlier of (i) after written notice thereof shall have been given to the applicable Originator by any Person and (ii) discovery thereof Seller by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occurAdministrative Agent, (ii) the Performance Undertaking if any representation or warranty made by Seller or Guarantor in this Agreement (other than in Section 6.01(b), 6.01(c), 6.01(e), 6.01(h), 6.02(b), 6.02(c) or 6.02(e)), or in any other Agreement Document to which it is a party, shall cease prove to have been incorrect, incomplete or misleading when made or deemed made in any material respect, and any such representation or warranty continues to be effective incorrect, incomplete or misleading in any material respect until the first to be the legally valid, binding and enforceable obligation occur of the Performance Guarantordate forty-five (45) days after an Executive Officer of Seller or Guarantor first obtains knowledge, or should have, in the exercise of reasonable diligence, obtained knowledge, thereof or the date thirty (30) days after written notice thereof shall have been given to Seller by the Administrative Agent or (iii) the Performance any representation or warranty made by Seller or Guarantor shall repudiate its obligations thereunder. (gin Section 6.01(b), 6.01(c), 6.01(e), 6.01(h), 6.02(b), 6.02(c) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.6.02

Termination Events. The occurrence of any one or more Any of the following events acts or occurrences shall constitute a Termination Event:Event under this Agreement (ea ch, a “Ter mination Event “): (a) Any representation, warranty, certification OHC shall fail to observe or statement made or deemed made by 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 false or misleading perform in any material respect when made any material covenant or deemed made; provided that agreement required to be performed thereby under this Agreement and the materiality threshold in this subsection shall not continuance of such default or breach for a period of fifteen (15) calendar days after there has been given to OHC a written notice specifying the default or breach and requiring it to be applicable with respect to any representation or warranty which itself contains a materiality threshold.remedied; (b) Any representation, warranty or statement of OHC in this Agreement (i) which is not qualified by materiality or material adverse effect shall prove to be incorrect in any material respect as of the Originators date on which such representation, warranty or statement is made or (ii) which is qualified by materiality or material adverse effect shall fail provide to make any payment have been incorrect as of the date on which such representation, warranty or deposit required hereunder when due and such failure shall continue for one (1) Business Day.statement is made; (c) Any OHC shall be or become insolvent, or admit in writing its inability to pay its debts as they mature, or make a general assignment for the benefit of creditors; or OHC shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of OHC and shall not be discharged within sixty (60) days of appointment; or OHC shall institute (by petition, application, answer, consent or otherwise) any insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against OHC; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the Originators property of OHC and such shall fail to perform any covenant contained in Section 1.1(bremain unstayed or undismissed for sixty (60) 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.days; (d) Any of A voluntary petition naming OHC, as debtor, is filed under the Originators United States Bankruptcy Code, or an involuntary petition naming OHC, as debtor, is filed under the United States Bankruptcy Code and such involuntary petition shall fail to perform or observe any other term, covenant or agreement under any of the Transaction Documents and continues remain undismissed for thirty sixty (3060) days from the date that is the earlier of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.days; (e) An Event of Bankruptcy OHC shall occur with respect liquidate, dissolve, terminate or suspend its business operations or otherwise fail to any of operate its business in the Originators.ordinary course; (f) Any of the following shall occur: (i) A Performance Undertaking Default shall occurentry of a court order which enjoins, restrains or in any way prevents OHC from conducting all or any material part of its business affairs in the ordinary course of business, or (ii) withdrawal or suspension of any license required for the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation conduct of any material part of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder.business of OHC; or (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysOHC terminates its management services hereunder.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any any representation, warranty, certification or statement made by the Debtor or deemed made by any of the Originators UAC in this Agreement, the Sale and Purchase Agreement or in any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.; (b) Any the Debtor or UAC shall default in the performance of the Originators shall fail to make (i) any payment obligation hereunder or deposit required under the Sale and Purchase Agreement or (ii) any other covenant or undertaking hereunder when due or under the Sale and such failure shall continue for one (1) Business Day. (c) Any of the Originators shall fail to perform any covenant contained in Section 1.1(b) or 4.2 when due and, Purchase Agreement which in the case of a failure to perform under Section 4.2, such failure this clause (ii) shall continue remain unremedied for five (5) Business Days after discovery thereof by the applicable Originator.days; or (dc) 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to the Debtor or the Collection Agent or any Subsidiary of either of them; or (d) a Collection Agent Default shall have occurred or for any reason UAC is not the Originators.Collection Agent; or (e) the Collection Agent shall at any time not be in compliance with the requirements of Section 5.3; or (f) the Collateral Agent shall, for any reason, fail to have a valid and perfected first priority security interest in the Receivables and Related Security and Collections with respect thereto, free and clear of any Adverse Claim; or (g) either of the Debtor or the Collection Agent shall con solidate or merge with or into any other Person whereby it is not the surviving entity; or (h) there shall have occurred any material adverse change in the operations of the Debtor or the Collection Agent since the Closing Date, or any other event shall have occurred which materially affects the Debtor's or the Collection Agent's ability to either collect the Receivables or to perform under this Agreement, the Sale and Purchase Agreement or any other Transaction Document; or (i) A Performance Undertaking Default the Liquidity Provider or the Credit Support Provider shall occurhave given notice that an event of default has occurred and is continuing under its agreements with the Company; or (j) the Commercial Paper issued by the Company shall not be rated at least "A-2" by S&P and at least "P-2" by ▇▇▇▇▇'▇; or (i) the Net Investment minus amounts on deposit in the Prefunding Account shall at any time exceed the Net Receivables Balance, or (ii) the Performance Undertaking Net Asset Test is not satisfied; or (l) a Take-Out shall cease to be effective not occur at least once in any period of six consecutive calendar months; or (m) the Net Yield as of any Determination Date is less than 2.00%; (n) a draw is made under the Policy or to be an Insurer Default has occurred and is continuing; (o) the legally valid, binding Insurer shall have given notice that an event of default has occurred and enforceable obligation is continuing under the Insurance Agreement; (p) the term of the Performance Guarantor, or Policy is not of the term required by the Company (iiiwhich term shall be at least equal to the term of the latest maturing Receivable in the facility plus 90 days); and (q) the Performance Guarantor shall repudiate its obligations thereunder. sum of the (gi) The Internal Revenue Service shall file notice of a lien amount on deposit in the Reserve Account and (ii) the amount available pursuant to Section 6323 of any Reserve Account Guaranty is less than the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty Required Reserve Account Amount for two (302) daysconsecutive Business Days.

Termination Events. The This Agreement may be terminated ------------------- upon the occurrence of any one or more of the following events shall constitute a Termination Eventevents: (a) Any representation, warranty, certification or statement made or deemed made The Parties may terminate this Agreement by written mutual consent of both Parties in each Party's sole discretion at any of time prior to the Originators in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality thresholdClosing Date. (b) Any of Either Purchaser or Seller may terminate this Agreement upon written notice to the Originators shall fail other Party if the Closing has not occurred on or before July 21, 2006 or such other date as the Parties may agree upon in writing; provided that the Party seeking to make any payment terminate this Agreement under this Section 11.1(b) has not breached or deposit required defaulted hereunder when due and such failure shall continue for one (1) Business Dayhas performed or stands ready, willing, and able to perform, its obligations under this Agreement. (c) Any Either Purchaser or Seller may terminate this Agreement upon written notice to the other Party if there shall be any Governmental Law that makes consummation of the Originators transactions contemplated by this Agreement illegal or otherwise prohibited or if any court of competent jurisdiction or other Governmental Authority shall fail have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall not be subject to perform any covenant contained in Section 1.1(b) appeal 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 Originatorhave become final and unappealable. (d) Any Purchaser may terminate this Agreement if Seller has failed to comply with any material term or condition of the Originators shall fail this Agreement and such failure (other than any failure to perform or observe satisfy any other term, covenant or agreement under any of the Transaction Documents and continues for thirty (30) days from condition set forth in Article VIII on the date that such condition is the earlier required to be satisfied) is not cured within ten (10) Business Days of (i) written notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originatorof such breach, as long as Purchaser is not in breach of this Agreement at such time. (e) An Event Seller may terminate this Agreement if Purchaser has failed to comply with any material term or condition of Bankruptcy shall occur with respect this Agreement and such failure (other than any failure to satisfy any condition set forth in Article IX on the date such condition is required to be satisfied) is not cured within ten (10) Business Days of the Originatorswritten notice of such breach as long as Seller is not in breach of this Agreement at such time. (f) (i) A Performance Undertaking Default shall occur, (ii) Purchaser or Seller may terminate this Agreement in the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice event of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysMaterial Adverse Change.

Termination Events. The occurrence of any one or more Each of the following events shall constitute a "Termination Event: ": (ai) Any representationfailure by the Borrower to (A) make any payment, warrantytransfer or deposit required by the terms of any Basic Document on the day such payment, certification transfer or statement deposit is required to be made (including any payment of Interest, Program DB1/ 139452285.4 117 154304283v7 Fees or deemed Unused Commitment Fees on any Payment Date but excluding payments of any Loans Outstanding) and such failure continues unremedied for three Business Days, (ii) failure by the Borrower to deliver the Monthly Report on the Reporting Date, and such failure continues unremedied for two Business Days; (iii) 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; (iv) any failure by the Borrower, the Seller or the Performance Guarantor duly to observe or perform any other covenant or agreement 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; (v) any representation or warranty made by the Borrower, the Seller or the Performance Guarantor in any of the Originators in this Agreement, any other Transaction Basic Document to which it is a party 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 misleading otherwise incorrect in any material respect when made, deemed made or deemed made; provided that delivered, which such false or incorrect representation, warranty or information materially and adversely affects the materiality threshold in this subsection rights or interests of the Secured Parties and, if able to be cured, shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any have been cured for 30 days after the earlier of the Originators shall fail to make any payment date on which the Borrower, the Seller, or deposit required hereunder when due and the Performance Guarantor, as applicable, first has knowledge thereof or the date on which written notice of such failure shall continue 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 one (1) Business Day. (c) Any breaches of representations or warranties that are cured by the repurchase of the Originators shall fail related Receivable pursuant to perform any covenant contained in Section 1.1(b5.04 hereof; (vi) 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An an Insolvency Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occurBorrower, (ii) the Performance Undertaking shall cease to be effective Seller or to be the legally valid, binding and enforceable obligation of the Performance Guarantor; (vii) the Administrative Agent shall fail for any reason to have a valid, first priority perfected security interest in all, or (iii) any material portion of, the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien Collateral, which failure shall not have been released within thirty cured for ten days after the earlier of the DB1/ 139452285.4 118 154304283v7 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; (30) days.viii)

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 (A) of principal when required to be made by it hereunder or (B) any other obligation or amount not covered by required hereunder and such failure shall continue for three (3) consecutive Business Days, or (ii) to perform or observe any term, covenant or agreement contained in Section 4.1(a)(i), (ii), (iii), (iv), (v) or (vii)(B), Section 4.1(b)(v), Section 4.1(f)(i) or Section 4.1(j) and such failure shall continue for thirty (30) consecutive days, or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) or (ii) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for ten (10) consecutive Business Days. (b) Any representation, warranty, certification or statement made or deemed made by any of the Originators Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (bc) Any Failure of the Originators shall fail Originator to make pay any payment or deposit required hereunder Indebtedness when due and such failure shall continue for one in excess of $200,000,000 (1) Business Day. (c) Any “Material Indebtedness”); or the default by Originator in the performance of the Originators shall fail to perform any covenant term, provision or condition contained in Section 1.1(bany agreement under which any such Indebtedness was created or is governed, the effect of which is to cause Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) or 4.2 when due and, in prior to the case date of a failure to perform under Section 4.2, such failure shall continue for five (5) Business Days after discovery thereof by the applicable Originatormaturity thereof. (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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to the Originator or any Material Subsidiary of the OriginatorsOriginator. (e) A Change of Control shall occur. (f) One or more final judgments for the payment of money in an amount in excess of $200,000,000, individually or in the aggregate, shall be entered against Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (i30) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation consecutive days without a stay of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunderexecution. (g) The Internal Revenue Service shall file notice of a lien pursuant to An Amortization Event specified in Section 6323 9.1(p) of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Credit and Security and such lien Agreement shall not have been released within thirty (30) daysoccurred.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any the Transferor, any Seller or the Servicer shall fail to make any payment or deposit to be made by it hereunder or under any of the Transaction Documents and such failure shall continue for one (1) Business Day after the date such payment or deposit became due hereunder or thereunder; or (b) any representation, warranty, certification or statement made by the Transferor or deemed made by any of the Originators Seller 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 false or misleading incorrect in any material respect when made or deemed made; provided provided, however, that if any such representation, warranty, certification or statement relates to a Receivable for which the materiality threshold in this subsection shall not be applicable with respect Transferor has paid to any the Servicer an amount equal to the Outstanding Balance of such Receivable pursuant to Section 2.9(a) hereof, then the breach of such representation or warranty which itself contains shall not give rise to a materiality threshold. Termination Event under this subsection (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.); or (c) Any Failure on the part of any Seller or the Originators shall fail Transferor to observe or perform in 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 material respect any other term, covenant or agreement under in this Agreement or any of the other Transaction Documents and continues for thirty Document; or (30d) days from the date that is the earlier of (i) notice thereof failure of the Transferor, any Seller, or any Affiliate of the Transferor or any Seller to the applicable Originator by pay when due any amounts due under any agreement to which any such Person is a party and under which any Indebtedness greater than $1,000,000 is governed; or (ii) discovery thereof the default by the applicable Originator.Transferor, any Seller or any Affiliate of the Transferor or any Seller 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 Transferor, any Seller or any Affiliate of the Transferor or any Seller greater than $1,000,000 was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or (iii) any Indebtedness owing by the Transferor, any Seller or any Affiliate of the Transferor or any Seller greater than $1,000,000 shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) by reason of a breach or default of same prior to the date of maturity thereof; or (e) An any Event of Bankruptcy shall occur with respect to the Transferor, any Seller, or any Affiliate of either the Originators.Transferor or any Seller; or (f) the Administrative Agent, on behalf of the Funding Agents, the Initial Purchasers and the APA Bank 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 Servicer Default shall have occurred; or (h) the Purchase Termination Date shall have occurred under the Receivables Purchase Agreement; or (i) A Performance Undertaking Default (A) without obtaining the prior written consent of the Administrative Agent, the Funding Agents and the Required Participants, the Transferor or any Seller shall enter into any transaction or merger whereby it is not the surviving entity or (B) a Change of Control shall occur; or (j) there shall have occurred any material adverse change in the operations of the Transferor or any Seller since the Amendment Effective Date, or any other Material Adverse Effect shall have occurred; or (k) the institution of any litigation, arbitration proceedings or governmental proceeding involving any Seller or the Transferor or the Receivables which would be reasonably probable to have a Material Adverse Effect; or (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor deposits to the Funding Accounts on the next Business Day, for the benefit of the Initial Purchasers and/or the APA Bank Purchasers, as applicable, from previously received Collections that have been released to or set aside for the Transferor pursuant to Section 2.5 hereof, an amount that brings the Percentage Factor to less than or equal to the Maximum Percentage Factor or increases the balance of the Receivables on the next Business Day so as to reduce the Percentage Factor to less than or equal to 100%; or (ii) the Performance Undertaking Aggregate Net Investment shall cease to exceed the Facility Limit; or (m) the two week rolling average of Weekly Net Sales shall decline by an amount greater than 15%; or (n) the Advance Rate shall be effective or to be less than 60.0%; or (i) the legally valid, binding and enforceable obligation average years of employment by the Sellers of the Performance Guarantor, Sellers' sales employees (excluding administrative staff) is less than 2.0 years; or (iiiii) the Performance Guarantor aggregate number of the Sellers' sales employees shall repudiate its obligations thereunder.be less than 50; or (gp) The Internal Revenue Service shall file notice the minimum net worth of a lien pursuant to Section 6323 TMN and its Consolidated Subsidiaries (as defined in accordance with GAAP) is less than $24,000,000; or (q) one or more judgments for the payment of the Code with respect to amounts money in an aggregate amount in excess of $100,000 with regard to 2,000,000 shall be rendered against the Transferor, a Seller, the Servicer or their subsidiaries or any combination thereof and the same shall remain undischarged for a period of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysconsecutive 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 the Transferor, a Seller, the Servicer or their subsidiaries to enforce any such judgment; or (r) the Servicer shall fail to deliver to the Administrative Agent, each Funding Agent and the Successor Servicer an accurate and timely report required to be delivered by it under the terms of the Transaction Documents within three (3) Business Days of (i) with respect to any Settlement Report or Weekly Report, when such report was due or (ii) with respect to any other report, receipt by the Servicer of written notice from the Administrative Agent, any Funding Agent or the Successor Servicer that such report is due.

Termination Events. The occurrence of any one or more This Agreement may be terminated and the obligations of the following events parties hereunder shall constitute a Termination Eventthereupon cease (except with respect to those obligations theretofore accrued or to which by the express provisions of this Agreement survive such termination) at any time during the term hereof as follows: (a) Any representationEither party may terminate this Agreement upon thirty (30) days’ prior written notice served by such party upon the other party, warranty, certification or statement made or deemed made by any of the Originators in which notice shall state such party’s intent to terminate this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any A non-defaulting party may terminate this Agreement if any default occurs in the performance of any obligation hereunder and such default continues for fifteen (15) days after written notice from such non-defaulting party to the defaulting party, which termination shall become effective as of the Originators expiration of such fifteen (15) day period; provided however, if the default is of such a nature that it cannot be cured in such fifteen (15) day period, the defaulting party shall fail not be deemed to make any payment or deposit required hereunder when due be in default if it commences to cure the default within such fifteen (15) day period and thereafter diligently pursues such failure shall continue for one (1) Business Daycure to completion. (c) Any This Agreement may be terminated upon the occurrence of any of the Originators shall fail to perform any covenant contained following events: (i) the filing by or against either party of an involuntary petition in Section 1.1(bbankruptcy or similar proceeding; (ii) or 4.2 when due and, in the case adjudication of a failure party as bankrupt or insolvent; (iii) the appointment of a receiver or trustee to perform take possession of all or substantially all of the assets of a party; (iv) a general assignment by a party for the benefit of creditors; or (v) any other action taken or suffered by a party under Section 4.2state or federal insolvency or bankruptcy law, or any comparable law which is now or hereafter may be in effect. Upon the occurrence of any such failure event, the non-defaulting party may, at its option, terminate this Agreement by written notice to the defaulting party, and upon the giving of such notice this Agreement and the term hereof shall continue for five (5) Business Days after discovery thereof by the applicable Originatorimmediately terminate. (d) Any This Agreement may be terminated immediately upon giving written notice to Manager if Manager, without the prior written consent of the Originators Owner, shall fail assign, transfer or otherwise alienate its rights and obligations hereunder or attempt to perform or observe any other term, covenant or agreement under do any of the Transaction Documents and continues for thirty (30) days from the date that is the earlier same in violation of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable OriginatorSection 9.2 hereof. (e) An Event This Agreement may be terminated immediately upon the giving of Bankruptcy shall occur with respect written notice by any party hereunder to any of the Originators. (f) other party if (i) A Performance Undertaking Default the Property shall occur, be damaged or destroyed to the extent of 25% or more by fire or other casualty and Owner elects not to restore or replace such property or (ii) the Performance Undertaking there shall cease to be effective a condemnation or to be the legally valid, binding and enforceable obligation deed in lieu thereof of 10% or more of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunderProperty. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

Termination Events. The occurrence of any one or more (a) Each of the following events shall constitute a an "Termination Event": (ai) Any any representation, warranty, certification or statement made by the Borrower, the Seller or deemed made by any of the Originators UAC in this Agreement, the Sale and Purchase Agreement I, the Sale and Purchase Agreement II, the Insurance Agreement, any Warehouse Transfer Agreement or in any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made, which, in the case of a violation of a representation or warranty with respect to a Receivable under the Sale and Purchase Agreement I and the Sale and Purchase Agreement II, will not constitute a Termination Event if (i) the Borrower remains in compliance with the Net Asset Test or (ii) UAC or the Seller indemnifies the Borrower by depositing into the Collection Account an amount equal to the lesser of (A) the principal amount of, and accrued interest on, the related Receivable or (B) the amount necessary to bring the Net Asset Test into compliance; (ii) the Borrower, the Seller or UAC shall default in the performance of (A) any payment obligation under this Agreement, the Sale and Purchase Agreement I, the Sale and Purchase Agreement II, any Warehouse Transfer Agreement or in any other Transaction Document or (B) any other covenant or undertaking under the Transaction Documents and any Warehouse Transfer Agreement which in the case of this clause (B) shall remain unremedied for five days; (iii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Borrower, the Seller or UAC in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (iv) the consent by the Borrower, the Seller or UAC to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Borrower, the Seller or UAC of or relating to substantially all of its property; provided or the admission by the Borrower, the Seller or UAC in writing of its inability to pay its debts generally as they become due, the filing by the Borrower, the Seller or UAC of a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Borrower, the Seller or UAC of an assignment for the benefit of its creditors, or the voluntary suspension by the Borrower, the Seller or UAC of payment of its obligations; (v) a Servicer Default shall have occurred or for any reason UAC is not the Servicer; (vi) either of the Borrower, the Seller or the Servicer shall consolidate or merge with or into any other person whereby it is not the surviving entity; (vii) there shall have occurred any material adverse change in the operations of the Borrower, the Seller or the Servicer since the Closing Date, or any other event shall have occurred which materially affects the Borrower's, the Seller's or the Servicer's ability to either collect the Receivables or to perform under the Transaction Documents; (viii) the Liquidity Agent shall have given notice that an event of default has occurred and is continuing under its agreements with VFCC; (ix) the materiality threshold in this subsection Commercial Paper issued by VFCC shall not be applicable with respect rated at least "A-2" by S&P and at least "P-2" by ▇▇▇▇▇'▇; (x) the Net Investment minus amounts on deposit in the Prefunding Account shall at any time exceed the Net Receivables Balance, or (ii) the Net Asset Test is not satisfied; (xi) a Take-Out shall not occur at least once in any period of six consecutive calendar months, provided, however, no Termination Event will have occurred if the Net Investment has been zero at any time during the prior six months; (xii) the Net Yield as of any Determination Date is less than 2.00% during a Settlement Period in which the Net Investment is greater than zero each day of such Settlement Period; (xiii) a draw is made under the Policy; (xiv) an Insurer Default has occurred and is continuing; (xv) the term of the Policy is not of the term required by VFCC (which term shall be at least equal to the term of the latest maturing Receivable in the facility plus one year and one day); (xvi) the sum of (A) the amount on deposit in the Reserve Account and (B) the amount available pursuant to any representation or warranty which itself contains a materiality threshold.Reserve Account Guaranty is less than the Required Reserve Account Amount for two consecutive Business Days; (bxvii) Any of the Originators Borrower shall fail to make any payment or deposit of any amount required hereunder when due to be made under the terms of this Agreement and such failure shall continue continues unremedied for one (1) a period of two Business Day.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 ten days after written request for such payment has been made; (cxviii) Any the Deal Agent, as agent for the Secured Parties, shall fail for any reason to have a valid perfected first priority security interest in any of the Originators shall fail to perform Collateral free and clear of any covenant contained in Section 1.1(b) or 4.2 when due andAdverse Claim; provided, in the case of a failure to perform under Section 4.2however, 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 constitute a Termination Event only if it is the earlier of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect materially adverse to any of the Originators.Secured Parties; (fxix) failure of the Hedging Counterparty to make any payment under the Hedging Agreement when due and failure of the Borrower to replace the Hedging Counterparty within 30 days of such failure; and (i) A Performance Undertaking Default shall occur, (iixx) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation failure of the Performance GuarantorBorrower to replace the Hedging Counterparty within 45 days in the event the Hedging Counterparty no longer satisfies the Short-Term Rating Requirement or the Long-Term Rating Requirement. then, and in any such event, the Deal Agent shall at the written direction of the Insurer or the Required Investors with the consent of the Insurer or, if an Insurer Default has occurred, at the request 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 the Net Investment and all other amounts owing by the Borrower under this Agreement shall be accelerated and become payable in accordance with Section 4.06; provided, that in the event that Termination Event described in subsection (iii) herein has occurred, the Performance Guarantor Termination Date shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file automatically occur, without demand, protest or any notice of a lien pursuant to Section 6323 any kind, all of which are hereby expressly waived by the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysBorrower.

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) Any representationthe Borrower shall fail (i) to make any payment of principal, warranty, certification interest or statement made Fees hereunder or deemed made by any of the Originators in this Agreement, under any other Transaction Related Document and the same shall remain unremedied for one (1) Business Day or in more or (ii) to make payment of any other document delivered pursuant hereto monetary Borrower Obligation when due and payable and the same shall remain unremedied for one (1) Business Day or thereto shall prove to have been false or misleading in any material respect when made or deemed mademore after notice thereof from the Administrative Agent; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.or (b) Any the Borrower, any Originator or the Servicer 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 8.01) and the same shall remain unremedied for two (2) Business Days or more following the earlier to occur of an Authorized Officer of the Originators Borrower becoming aware of such breach and the Borrower’s receipt of notice thereof from the Administrative Agent; or (c) (i) an Originator, the Member, the Borrower, the Parent, the Servicer or any Subsidiary of any Originator or the Servicer shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of its Debts which, except with respect to the Originators.Borrower, is in an aggregate principal amount in excess of $20,000,000 (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 or other occurrence shall occur under any agreement, document or instrument to which an Originator, the Member, the Borrower, the Parent, the Servicer or any Subsidiary of any Originator or the Servicer is a party or by which it or its property is bound (other than a Related Document) which relates to a Debt which, except with respect to the Borrower, is in an aggregate principal amount in excess of $20,000,000, which event has not been waived or shall remain unremedied within the applicable grace period with respect thereto, and the effect of such default, breach or occurrence is to cause or to permit the holder or holders then to cause such Debt to become or be declared due prior to their stated maturity; or (fd) a case or proceeding shall have been commenced against the Borrower, the Member, any Originator, the Parent, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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) A Performance Undertaking Default 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, so long as the Borrower is not a debtor in any such case or proceedings, such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall occurbe deemed terminated immediately if (x) a decree or order approving or ordering any of the foregoing is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (d) or (y) any of the events described in Section 8.01(e) shall have occurred; or (e) the Borrower, the Member, any Originator, the Parent, the Servicer or any Subsidiary (other than an Immaterial Subsidiary) of any Originator or the Servicer 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 Performance Undertaking shall cease to be effective institution of any proceedings under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to be the legally validfiling of any petition thereunder or to the appointment of or taking possession by a custodian, binding and enforceable obligation 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 Performance Guarantorbenefit of creditors, or (iiiiv) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice take any corporate or limited liability company action in furtherance of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.foregoing; or

Termination Events. The occurrence of any one or more This Agreement may be terminated and the obligations of the following events parties hereunder shall constitute a Termination Event: thereupon cease (a) Any representation, warranty, certification or statement made or deemed made by 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 false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable except with respect to any representation those obligations theretofore accrued or warranty to which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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. (dexpress provisions of this Agreement survive such termination) Any of at any time during 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within term hereof as follows: Either party may terminate this Agreement upon thirty (30) days’ prior written notice served by such party upon the other party, which notice shall state such party’s intent to terminate this Agreement. A non-defaulting party may terminate this Agreement if any default occurs in the performance of any obligation hereunder and such default continues for fifteen (15) days after written notice from such non-defaulting party to the defaulting party, which termination shall become effective as of the expiration of such fifteen (15) day period; provided however, if the default is of such a nature that it cannot be cured in such fifteen (15) day period, the defaulting party shall not be deemed to be in default if it commences to cure the default within such fifteen (15) day period and thereafter diligently pursues such cure to completion. This Agreement may be terminated upon the occurrence of any of the following events: (i) the filing by or against either party of an involuntary petition in bankruptcy or similar proceeding; (ii) the adjudication of a party as bankrupt or insolvent; (iii) the appointment of a receiver or trustee to take possession of all or substantially all of the assets of a party; (iv) a general assignment by a party for the benefit of creditors; or (v) any other action taken or suffered by a party under state or federal insolvency or bankruptcy law, or any comparable law which is now or hereafter may be in effect. Upon the occurrence of any such event, the non-defaulting party may, at its option, terminate this Agreement by written notice to the defaulting party, and upon the giving of such notice this Agreement and the term hereof shall immediately terminate. This Agreement may be terminated immediately upon giving written notice to Manager if Manager, without the prior written consent of Owner, shall assign, transfer or otherwise alienate its rights and obligations hereunder or attempt to do any of the same in violation of Section 9.2 hereof. This Agreement may be terminated immediately upon the giving of written notice by any party hereunder to the other party if (i) the Property shall be damaged or destroyed to the extent of 25% or more by fire or other casualty and Owner elects not to restore or replace such property or (ii) there shall be a condemnation or deed in lieu thereof of 10% or more of the Property.

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 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 (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in 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 five (5) consecutive Business Days. (b) Any material representation, warranty, certification or statement made or deemed made by any of the Originators Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect incorrect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day. (c) Any Failure of any Originator or any of its respective Subsidiaries to pay any Indebtedness 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 $15,000,000 (hereinafter, "Material Indebtedness"); or the Originators shall fail to perform default by any covenant Originator or any of its respective Subsidiaries in the performance of any term, provision or condition contained in Section 1.1(b) any agreement under which any such Material Indebtedness was created or 4.2 when due andis governed, in the case effect of a failure which is to perform under Section 4.2cause, or to permit the holder or holders of such Material Indebtedness to cause, such failure Material Indebtedness to become due prior to its stated maturity; or any such Material Indebtedness of any Originator or any of its respective Subsidiaries shall continue for five be declared to be due and payable or required to be prepaid (5other than by a regularly scheduled payment) Business Days after discovery thereof by prior to the applicable Originatordate of maturity thereof. (di) Any 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 Originators benefit of creditors; or any proceeding shall fail be instituted by or against any Originator or any of its respective Subsidiaries seeking to perform adjudicate it bankrupt or observe 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 term, covenant similar official for it or agreement under any substantial part of its property or (ii) any Originator or any of its respective Subsidiaries shall take any corporate action to authorize any of the Transaction Documents and continues for thirty (30) days from actions set forth in the date that is the earlier of foregoing clause (i) notice thereof to of this subsection (d). For the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event purposes of Bankruptcy this Section 6.1(d), "Subsidiary" shall occur with respect to any of the Originators. (f) exclude a Subsidiary which (i) A Performance Undertaking Default shall occuris not engaged in any business activity, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding has no Subsidiaries engaged in any business activity and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts has no Indebtedness outstanding in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days10,000.

Termination Events. The occurrence of any one or more of the following events shall constitute a be “Termination EventEvents” hereunder: (a) (i) Servicer (if LOL or any Affiliate is the Servicer) or any Sub-Servicer shall fail to perform or observe any material term, covenant or agreement that is an obligation of Servicer hereunder (other than as referred to in clause (ii) next following) and such failure shall remain unremedied for more than seven (7) Business Days, or (ii) Seller or Servicer (if LOL or its Affiliate is Servicer) shall fail to make any payment of Capital or Yield within two (2) Business Days, or, in the case of any other payment or deposit required to be made by it hereunder, within five (5) Business Days, of when first due and payable hereunder; or (b) Any representation, warranty, certification representation or statement warranty made or deemed to be made by Seller, LOL, individually or in its capacity as Servicer, or any of the Originators other Originator, under or in connection with this Agreement, any other Transaction Document Document, or in any Servicer Report, Monthly Report or other document information or report delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that and, but only to the materiality threshold in this subsection shall not be applicable with respect to any extent such breached representation or warranty which itself contains a materiality threshold. is susceptible to cure, shall remain uncured for ten (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (110) Business Day.Days; or (c) Any of the Originators shall fail to perform any covenant contained Seller, LOL (other than in Section 1.1(bits capacity as Servicer) 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 any other Originator shall fail to perform or observe any other term, covenant or agreement under contained in (i) this Agreement; (ii) any other Transaction Document or (iii) any other material agreement with, or other undertaking in favor of, CoBank or any of the Transaction Documents Purchasers, to be performed or observed on the part of Seller, LOL or such Originator (as the case may be) and continues any such failure shall remain unremedied for thirty fifteen (3015) days from Business Days after written notice thereof shall have been given by the date Administrator, CoBank or such Purchaser, as the case may be, to the applicable non-performing party (but, in the case of clause (iii) only, only to the extent such failure would result in the occurrence of a Material Adverse Effect); or (d) Seller or any Originator shall fail to make any payment in respect of any Indebtedness having an aggregate principal (or equivalent) amount in excess of $5,000,000, when and as the same shall become due and payable (giving effect to any applicable grace or cure periods); or (e) Any event or condition occurs that is results in any Indebtedness of Seller or any Originator having an aggregate principal (or equivalent) amount in excess of $5,000,000 becoming due prior to its scheduled maturity or that requires the earlier of prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; or (f) There shall occur a Servicer Default; or (g) This Agreement or any Purchase or any Reinvestment pursuant to this Agreement shall for any reason (other than pursuant to the terms hereof) (i) notice thereof cease to create, or the Receivable Interest shall for any reason cease to be, a valid and enforceable perfected undivided percentage ownership interest, to the applicable Originator by extent of the Receivable Interest, in each Pool Asset, free and clear of any Person and other Lien or (ii) discovery thereof by cease to create with respect to the applicable Originator.items described in Section 9.1, or the interest of the Administrator (for the benefit of the Purchasers) with respect to such items shall cease to be, a valid and enforceable first-priority perfected security interest, free and clear of any other Lien; or (eh) An Event of Bankruptcy shall occur have occurred and remain continuing with respect to Seller, LOL, or any of the Originators.other Originator; or (f) (i) A Performance Undertaking The 12-month rolling average Sales Based Dilution Ratio for any Cut-Off Date exceeds ten percent (10%); or (j) The 12-month rolling average Sales Based Default Ratio for any Cut-Off Date exceeds six percent (6%); or (k) The monthly Sales Based Default Ratio for any Cut-Off Date exceeds ten percent (10%); or (l) On any Settlement Date or any Purchase Date, after giving effect to the payments or distributions made (or, in the case of any Payment Date, after giving pro forma effect to such payments or distributions to be made as of the next succeeding Settlement Date, as specified in Section 3.1(c)) under Section 3.1(c), the Receivable Interest exceeds the Allocation Limit; or (m) The 12-month rolling average Sales Based Delinquency Ratio for any Cut-Off Date is greater than six percent (6%); or (n) The monthly Sales Based Delinquency Ratio for any Cut-Off Date exceeds ten percent (10%); or (o) There shall occurremain in force, undischarged, unsatisfied and unstayed, for more than five (ii5) Business Days with respect to the Performance Undertaking Seller or thirty (30) days with respect to LOL or any other Originator, as applicable, whether or not consecutive, any final judgment against the Seller, LOL or any other Originator, or any of their respective properties or assets, that, individually or taken together with all other final judgments so undischarged, unsatisfied and unstayed against any such Person or Persons or any of their respective assets or properties has caused, or has a reasonable possibility of causing, a Material Adverse Effect; or (a) LOL shall cease to be effective or to be the legally valid, binding and enforceable obligation own at least eighty percent (80%) of the Performance Guarantorequity interests in Feed, (b) Feed shall cease to own at least eighty percent (80%) of the equity interests in Purina, (c) Feed shall cease to own one hundred percent (100%) of the equity interests in Seller, or (iiid) the Performance Guarantor shall repudiate its obligations thereunder.LOL is subject to a Change in Control; or (gq) The Internal Revenue Service shall file notice of a lien Lien pursuant to Section 6323 of the Internal Revenue Code with respect to amounts in excess of $100,000 with regard to any of the Receivables assets of Seller, LOL or Related Security any other Originator and such lien Lien shall not have been stayed or bonded in a manner satisfactory in the sole discretion of the Administrator, or released within ten (10) Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the assets of Seller, LOL or any other Originator and such Lien shall not have been released within thirty five (305) daysBusiness Days; or (r) There shall exist any other event or occurrence that has caused, or could reasonably be anticipated to cause, a Material Adverse Effect; or (s) Seller’s net worth is less than $1,000,000 at any time; or (t) The Credit Agreement described in the definition of “J▇ ▇▇▇▇▇▇ Credit Documents,” or any replacement credit facility acceptable to the Administrator, shall have been terminated or shall otherwise cease to be in full force and effect; or (u) Any Originator elects at any time not to sell or contribute Receivables to Seller in accordance with Section 1.2(b) of the Purchase and Sale Agreement.

Termination Events. The occurrence of any one or more Each of the following events shall constitute a “Termination Event”: (a) Any representationa Funding Excess shall occur and continue for two Business Days; (b) the Borrower shall fail to make (i) any payment with respect to the outstanding principal balance of any Advance when due and payable or (ii) any payment of any interest in respect of applicable Advances and Fees, warrantyin each case when due and payable, certification and the same shall remain unremedied for two (2) Business Days or statement made more; or (i) the Borrower shall fail or neglect to perform, keep or observe any requirement or covenant set forth in Sections 5.1(b), 5.2(a) or 5.2(b) of this Agreement, (ii) (A) the Borrower shall fail or neglect, to perform, keep or observe any requirement or covenant set forth in Sections 5.1(c), 5.2(c), 5.2(d) or 5.3 of this Agreement or (B) the Parent, Originator or any Seller shall fail or neglect to perform, keep or observe any similar requirement or covenant in any Transaction Document to which it is a party, and in either case the same shall remain unremedied for two (2) Business Days after the date specified for performance of any such requirement or (iii) the Borrower, Parent, the Originator or any Seller shall fail or neglect to perform, keep or observe any other covenant or other provision of any Transaction Documents to which it is a party (other than any provision embodied in or covered by any other clause of this Section 8.1) and the same shall remain unremedied for ten (10) Business Days or more following the earlier to occur of an Authorized Officer of such Person becoming aware of such failure or neglect and such Person’s receipt of written notice thereof; (i) a Seller, the Originator, the Borrower, the Servicer or the Parent shall fail to make any payment with respect to any of its Indebtedness which, except with respect to the Borrower, is in an aggregate principal amount in excess of $25,000,000 when due, and the same shall remain unremedied after any applicable grace period with respect thereto; or (ii) a default or breach or other occurrence shall occur under any agreement, document or instrument to which the Originator, a Seller, the Borrower, the Servicer or the Parent is a party or by which it or its property is bound (other than a Transaction Document) which relates to Indebtedness which, except with respect to the Borrower, is in an aggregate principal amount in excess of $25,000,000, and the effect of such default, breach or occurrence is to cause or to permit the holder or holders then to cause such Indebtedness to become or be declared due prior to its stated or scheduled maturity; provided that this subsection (d)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness if such sale or transfer is permitted (and would not result in a breach or default) under the documents providing for such Indebtedness; (e) an involuntary case or proceeding shall have been commenced against the Borrower, one or more Sellers that constitute a Significant Seller Group, the Servicer, the Originator or the Parent 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, so long as the Borrower is not a debtor in any such case or proceedings, such case or proceeding continues for sixty (60) days unless dismissed or discharged; provided, however, that such sixty (60) day period shall be deemed made expired immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (e) or (y) any of the Originators events described in this AgreementSection 8.1(f) shall have occurred; or (f) the Borrower, the Originator, one or more Sellers that constitute a Significant Seller Group, the Servicer or the Parent 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 any proceedings under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any petition thereunder 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 a general assignment for the benefit of creditors, or (iv) take any corporate or limited liability company action in furtherance of any of the foregoing; or (g) the Originator, one or more Sellers that constitute a Significant Seller Group, the Borrower, the Parent or the Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its debts as such debts become due; or (h) a final judgment or judgments for the payment of money in excess of $25,000,000 in the aggregate (net of insurance proceeds) at any time outstanding shall be rendered against the Originator, any Seller, the Servicer or the Parent or any of the Parent’s other subsidiaries and either (i) enforcement proceedings shall have been commenced upon any such judgment or (ii) such judgment or judgments shall not have been discharged or stayed or bonded pending appeal within 30 days after the entry of such judgment or judgments, or if stayed shall not have been discharged prior to the expiration of such stay; or (i) a final judgment or judgments for the payment of money shall be rendered against the Borrower; or (i) any information contained in any Borrowing Base Certificate, Letter of Credit Application or any Borrowing Request (or any representation or deemed representation made in connection therewith) is untrue or incorrect in any respect (other than, in the case of any such information contained in a Borrowing Base Certificate, any Immaterial Misstatement), or (ii) any representation or warranty of the Originator, any Seller, the Servicer, the Parent or the Borrower herein or in any other Transaction Document or in any written statement, report, financial statement or certificate (other document than a Borrowing Base Certificate, Letter of Credit Application or any Borrowing Request) made or delivered pursuant by or on behalf of such Seller, Originator, the Servicer, the Parent or the Borrower to any Affected Party hereto or thereto shall prove to have been false is untrue or misleading incorrect in any material respect as of the date when made or deemed made; provided made (it being understood that the such materiality threshold in this subsection shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality threshold.qualification); or (bk) Any any Governmental Authority (including the IRS or the PBGC) shall file notice of a Lien (A) with regard to any assets of any Seller, the Originator, the Borrower or the Parent (other than a Lien (i) limited by its terms to assets other than Receivables and (ii) that would not either individually or in the aggregate with any other Liens of any Governmental Authority reasonably be expected to result in a Material Adverse Effect) or (B) with regard to the assets of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.Borrower; or (cl) Any since December 31, 2013, there shall have occurred any events, circumstances, developments or other changes in facts that, individually or in the aggregate, have had a Material Adverse Effect that is continuing; provided, that, (i) regulatory developments that have been publicly disclosed on or prior to the Closing Date and that affect or could reasonably be expected to affect the coal industry generally and (ii) other events or conditions occurring prior to the Closing Date that are particular to the coal industry (including but not limited to coal pricing) and are generally known to lenders lending to coal industry participants, in each case shall not be taken into account for purposes of determining whether a “Material Adverse Effect” has occurred or is continuing pursuant to clause (a) of the Originators definition thereof; or (m) an Event of Servicer Termination shall fail have occurred; or (A) the Borrower shall cease to perform hold valid and properly perfected title to and sole legal, record and beneficial ownership in any covenant contained Receivables or any other Borrower Collateral or (B) the Administrative Agent (on behalf of the Secured Parties) shall cease to hold a first priority, perfected security interest in Section 1.1(bany Receivables or any of the Borrower Collateral (other than with respect to the circumstances described in clause (A) and clause (B) above, (w) as a result of security interests of third parties that have been released but, due to administrative error, have not been terminated of record, (x) as a result of any release of Borrower Collateral expressly permitted by this Agreement, (y) as a result of Liens being contested in good faith as to which the Administrative Agent has been notified in writing and established a reserve satisfactory to the Administrative Agent in its sole and absolute discretion after consultation with the Borrower, or 4.2 when due (z) as a result of Liens created pursuant to any Transaction Document) and, in relation to the case circumstances described in clause (A) or clause (B) above, with respect to Receivables or other Borrower Collateral comprising 1% or less of a failure to perform under Section 4.2the Borrowing Base, such failure circumstances shall continue exist and remain unremedied for five (5) Business Days after discovery thereof by the applicable Originator.following their occurrence; or (do) Any a Change of Control shall occur; or (p) the Borrower shall amend its certificate of formation or limited liability company agreement (other than as permitted by this Agreement); or (q) the Receivables Sale Agreement shall for any reason cease to evidence the transfer to the Borrower of the Originators legal and equitable title to, and ownership of, the Receivables; or (r) the Sale Agreement shall fail for any reason cease to perform evidence the transfer to the Originator of the legal and equitable title to, and ownership of, the Receivables sold thereunder; or (s) (i) the Defaulted Receivable Trigger Ratio shall exceed 4.0%; (ii) the Delinquency Trigger Ratio shall exceed 4.0%; (iii) the Dilution Trigger Ratio shall exceed 5.0%; or observe (iv) the Turnover Days shall exceed 35 days; or (t) any other termmaterial provision of any Transaction Document shall for any reason cease to be valid, covenant binding and enforceable in accordance with its terms (or agreement under the Originator, the Servicer, any Seller, the Parent or the Borrower shall challenge the enforceability of any Transaction Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease has ceased to be effective or to be the legally otherwise is not valid, binding and enforceable obligation in accordance with its terms); provided that the expiration or termination of any Letter of Credit by its terms (other than as a result of any default or similar event thereunder) shall not constitute a Termination Event; or (u) except as otherwise expressly permitted herein or therein, any Transaction Document shall have been modified, amended or terminated without the prior written consent of the Performance GuarantorAdministrative Agent and, or to the extent required hereunder, the applicable Lenders; (iiiv) on any day, (i) the Performance Guarantor Funding Availability Adjusted Amount is less than 15% of the Maximum Revolving Commitment Amount as of such day and such condition continues beyond the next Business Day and (ii), the Fixed Charge Coverage Ratio of the Parent and its Subsidiaries, determined as of the last day of the most recently ended fiscal quarter of the Parent (it being understood that such fiscal quarter and the three prior fiscal quarters shall repudiate its obligations thereunder.be the period with respect to which the Fixed Charge Coverage Ratio is determined), shall be less than 1.0x; (gw) The Internal Revenue Service occurrence of an Account Control Event described in clause (ii) of the definition thereof; (x) the occurrence of any Reportable Event with respect to any Plan, to the extent such occurrence would reasonably be expected to result in a Material Adverse Effect; or (y) the Borrower shall file notice of a lien have received an Election Notice pursuant to Section 6323 2.1(d) of the Code with respect Receivables Sale Agreement. then, and in any such event, the Administrative Agent may, and shall, at the request of the Requisite Lenders, by written notice to amounts in excess the Borrower, declare the Facility Maturity Date to have occurred without demand, protest or further notice of $100,000 with regard to any kind, all of which are hereby expressly waived by the Borrower; provided, that the Facility Maturity Date shall automatically occur upon the occurrence of any of the Receivables Termination Events described in Sections 8.1(e) or Related Security (f), in each case without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence of the Facility Maturity Date, all Borrower Obligations outstanding (or that become outstanding), if any, shall automatically be and such lien become due and payable in full, without any action to be taken on the part of any Person. In addition, if any Event of Servicer Termination shall not have been released within thirty (30) daysoccurred, then, the Administrative Agent may, and shall, at the request of the Requisite Lenders, by delivery of a Servicer Termination Notice to the Borrower and the Servicer, terminate the servicing responsibilities of the Servicer under the Servicing Agreement in accordance with the terms thereof.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) NSI Georgia shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and, for any such payment or deposit which is not in respect of principal, such failure continues for two (2) consecutive Business Days. (b) NSI Georgia shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for and such failure shall not have been cured within 30 days after the earlier to occur of (i) written notice thereof has been given to NSI Georgia 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 NSI Georgia 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, NSI Georgia has commenced efforts to cure such failure during the initial 30-day period and NSI Georgia is diligently pursuing such cure. (c) Any representation, warranty, certification or statement made or deemed made by any of the Originators NSI Georgia in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business 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 by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to the Parent or any of the Originatorsits Material Subsidiaries. (e) A Change of Control shall occur. (f) (i) A Performance Undertaking Default shall occur, (ii) One or more judgments or orders for the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation payment of money in an aggregate amount in excess of 10% of Stockholders' Equity as of the Performance Guarantorend of the Fiscal Quarter just ended shall be rendered against the Parent, either Originator or (iii) the Performance Guarantor Buyer and such judgment or order shall repudiate its obligations thereundercontinue unsatisfied and unstayed for a period of 30 days. (g) Either of the Originators or any Subsidiary shall fail to make any payment in respect of Debt outstanding in an aggregate amount in excess of $25,000,000 when due or 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 Subsidiary in an aggregate amount in excess of $25,000,000 (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 Internal Revenue Service Parent or any member of the Controlled Group shall file 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 pursuant to shall be filed against the Parent, either Originator or Buyer under Section 6323 of the Tax Code with respect to amounts 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 $100,000 with regard to any 10% of Stockholders' Equity as of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysend of the Fiscal Quarter just ended.

Termination Events. The occurrence of If any one or more of the following events (“Termination Events”) shall constitute a Termination Eventoccur: (a) Any the Borrower or any other Transaction Party shall fail (i) to make when due any payment of principal required hereunder 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 (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 clauses (i) and (ii) of this paragraph (b) or otherwise in this Article 7) and such failure shall remain unremedied for ten (10) 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; (c) any representation, warranty, certification or statement made or deemed made by any of the Originators Transaction Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.; (bd) Any (i) 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 any proceeding shall be instituted by or against 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 Originators shall fail to make any payment entry of an order for relief or deposit required hereunder when due the appointment of a receiver, trustee or other similar official for it or for a substantial part of its property (and such failure shall continue for one (1) Business 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 4.2an involuntary proceeding, such failure proceeding or petition shall continue undismissed for five sixty (560) Business Days after discovery thereof by the applicable Originator. (d) Any of the Originators shall fail to perform days or observe any other term, covenant an order or agreement under decree approving or ordering any of the foregoing shall be entered), or (ii) any Transaction Documents and continues for thirty (30) days from Party shall take any corporate action to authorize any of the date that is the earlier of actions set forth in clause (i) notice thereof to the applicable Originator by any Person and above in this subsection (ii) discovery thereof by the applicable Originator.d); (e) An Event As at the end of Bankruptcy shall occur with respect to any Calculation Period: (i) the average of the Originators.Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall 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) 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; (ig) A Performance Undertaking Default a Change in Control shall occur, ; (iih) 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 the 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; (iiii) one or more final judgments shall be entered against any Originator, the Performance Guarantor shall repudiate or any of its obligations thereunder. (g) The Internal Revenue Service shall file notice subsidiaries for the payment of a lien pursuant to Section 6323 of money in the Code with respect to amounts in excess aggregate amount of $100,000 with regard 10,000,000 or more, or the equivalent thereof in another currency, on claims not covered by insurance or as to any of which the Receivables or Related Security insurance carrier has denied its responsibility, and such lien judgment shall not have been released within continue unsatisfied and in effect for thirty (30) days.consecutive days without a stay of execution or bond to secure appeal; (j) 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 have occurred that, in the reasonable opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in 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 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 this clause (n) as a result of 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 assertion, 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 Availability Shortfall within one Business Day of written notice in accordance with Section 2.08; (r) Consolidated EBITDA of the Company and its subsidiaries for any four consecutive fiscal quarter period ending on the date set forth below is less than the amount set forth opposite such period: Four Consecutive Fiscal Quarter Period Ending Minimum Consolidated EBITDA 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 (s) the aggregate amount of 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: Period Maximum Capital Expenditures 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 in an amount not to exceed the portion, if any, of the Available Basket Amount (as defined in the YRCW Amended Term Loan) on the date of 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 If any one or more of the following events shall constitute (each, a "Termination Event:") shall occur (regardless of the reason therefor): (ai) Any representationthe Borrower shall fail to make any payment in respect of principal or interest when due and payable (including, warrantywithout limitation, certification payments required to be made in respect of a Funding Excess pursuant to the terms of Section 2.11 hereof) and the same shall remain unremedied for five (5) Business Days or statement made more, or deemed (ii) the Borrower shall fail to make any payment of any other monetary Borrower Obligation when due and payable and the same shall remain unremedied for five (5) Business Days or more after the earlier to occur of (x) the date on which a Responsible Officer of the Borrower obtains knowledge of such failure and (y) the date on which written notice of such failure is given to the Borrower by the Lender; or (b) the Borrower 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 thirty (30) days or more after the earlier to occur of (x) the date on which a Responsible Officer of the Borrower obtains actual knowledge of such failure and (y) the date on which written notice of such failure is given to the Borrower by the Lender; or (c) any representation or warranty made by any of the Originators Borrower in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto Agreement shall prove to have been false or misleading incorrect in any material respect when made or deemed made; provided that made and the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure same shall continue for one (1) Business 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 be incorrect for thirty (30) days from or more after the earlier to occur of (x) the date that on which a Responsible Officer of the Borrower or the Servicer obtains actual knowledge of such failure and (y) the date on which written notice of such failure is given to the earlier of Borrower by the Lender; or (i) notice thereof to a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower in an involuntary case under the Bankruptcy Code or any applicable Originator by bankruptcy, insolvency or other similar law now or hereafter in effect (the Bankruptcy (A) an involuntary case is commenced against the Borrower under any Person Applicable Insolvency Law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or over all or a substantial part of the property of the Borrower shall have been entered, an interim receiver, trustee or other custodian of the Borrower for all or a substantial part of the property of the Borrower is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Borrower, and (iiB) discovery thereof by any event referred to in clause (ii)(A) above continues for 60 days unless dismissed, bonded or discharged; provided, however, that such 60-day period shall be deemed terminated immediately upon the applicable Originator. (e) An Event occurrence of Bankruptcy shall occur with respect to any of the Originators. events referred to in this Section 9.01(d) other than those referred to in clause (fii)(A) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding above; and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor Borrower shall repudiate at its obligations thereunder. (g) The Internal Revenue Service shall file notice of request have a lien pursuant to Section 6323 of the Code decree or an order for relief entered with respect to amounts it or commence a voluntary case under any Applicable Insolvency Law, consent to the entry of a decree or an order for relief in excess an involuntary case, or to the conversion of $100,000 with regard an involuntary case to a voluntary case, under any Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; (iv) the making by the Borrower of any general assignment for the benefit of creditors; (v) the inability or failure of the Borrower generally to pay its debts as such debts become due; or (vi) the board of directors of the Borrower adopts any resolution or otherwise authorizes action to approve any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.foregoing;

Termination Events. The occurrence of any one or more of the following events shall constitute a be Termination EventEvents (“Termination Events”) hereunder: (a) Any representation, warranty, certification or statement made or deemed made by (i) any failure on the part of the Originators in this Agreement, any other Transaction Document Seller or in any other document delivered pursuant hereto the Originator duly to observe or thereto shall prove to have been false or misleading perform in any material respect when made any covenants or deemed made; provided that agreements of the materiality threshold Seller or the Originator set forth in this subsection shall not be applicable with respect Agreement or the other Transaction Documents to which the Seller or the Originator is a party (other than those specifically addressed below) or (ii) any breach by the Seller or the Originator of any representation or warranty of the Seller or the Originator under any Transaction Document to which itself contains it is a materiality threshold.party which has a Material Adverse Effect on the Secured Parties and in the case of clauses (i) or (ii) continues unremedied for a period of 30 days (if 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) Any the occurrence of an Insolvency Event relating to the Originators shall fail to make any payment Seller or deposit required hereunder when due and such failure shall continue for one (1) Business Day.the Originator; or (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 Servicer Default occurs and is continuing (other than a Servicer Default described under Section 4.26.15(e), 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 or (j) the sole remedy for which shall be to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.replace MCG Capital as Servicer); or (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default any Transaction Document, or any Lien granted thereunder, shall occur(except in accordance with its terms), (ii) the Performance Undertaking shall in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Performance GuarantorSeller, 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) other than in accordance with Sections 5.1(h) or 5.4(f) hereof, the Performance Guarantor shall repudiate its obligations thereunder.Originator, the Seller 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 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) 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 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, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money 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 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 Lien pursuant to Section 6323 of the Code with respect regard to amounts in excess any assets of $100,000 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 Receivables assets of the Seller or Related Security the Originator and such lien Lien shall not have been released within thirty five Business Days; or (30q) 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 Collections) required by 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 (s) the Seller shall become required to register as an “investment company” within the meaning of 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 (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 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 ▇▇▇▇▇’▇ Weighted Average Rating of the Eligible Loans in the Asset Pool is greater than 4300 and is not reduced below 4300 within (i) 30 days or (ii) 120 days in the event that the ▇▇▇▇▇’▇ Weighted Average Rating is above 4300 due to revisions by ▇▇▇▇▇’▇ in its “Caa1” rating assumption pursuant to clause (ii) of the definition of ▇▇▇▇▇’▇ Weighted Average Rating Factor; or (w) as of any date of determination, 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 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 “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) Any representation, warranty, certification the Amortization Date shall have occurred; (b) any Originator shall fail to make when due any payment or statement deposit to be made by such Originator under this Agreement or any other Basic Document to which it is a party and such failure shall remain unremedied for two (2) Business Days; (c) any representation or warranty made or deemed to be made by any Originator (or any of the Originators 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 false be untrue or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold in this subsection and, if capable of correction, shall not be applicable with respect to corrected within thirty (30) days after any representation Senior Officer of such Originator has knowledge thereof or warranty which itself contains a materiality threshold. (b) Any after written notice of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one have been given by the Agent to the Buyer and the Servicer; provided that, if such breach is incapable of being cured, such thirty (130) Business Day. (c) Any of day grace period shall not apply; and provided, further that if any breach described above is cured in the Originators shall fail to perform any covenant contained manner provided in Section 1.1(b) 4.5, or 4.2 when due andby the Originator’s making of an indemnification payment under Section 10.1 on account of such breach, in each case in accordance with this Agreement (and as and to the case of a failure to perform extent permitted under Section 4.2the RLSA), such failure breach shall continue for five (5) Business Days after discovery thereof by the applicable Originator.not constitute a Termination Event; (d) Any of the Originators any Originator shall fail to perform or observe any other term, covenant or agreement under contained in this Agreement or any of the Transaction Documents other Basic Document to which it is a party on its part to be performed or observed and such continues unremedied for more than thirty (30) days from after any Senior Officer of such Originator has knowledge thereof or after written notice of such failure shall have been given by the date that is the earlier of (i) notice thereof Agent to the applicable Originator by any Person Buyer and (ii) discovery thereof by the applicable Originator.Servicer; (e) An any Event of Bankruptcy shall occur with respect to any of the Originators.Originator; or (f) the Buyer (i) A Performance Undertaking Default shall occurand not the Servicer), (ii) upon the Performance Undertaking shall cease to be effective or to be occurrence and during the legally validcontinuation of a “Termination Event” under that certain Receivables Purchase and Sale Agreement, binding and enforceable obligation dated as of the Performance GuarantorAmendment Effective Date, among Volt Consulting Group Limited, Volt Europe Limited, Volt and the Buyer (as amended, restated, supplemented or otherwise modified from time to time, the “UK RPSA”), shall have declared the Purchase Facility (iiias defined in the UK RPSA) the Performance Guarantor shall repudiate its obligations thereunder. (gterminated as provided in Section 9.2(a) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) daysUK RPSA.

Termination Events. The occurrence of If any one or more of the following events shall constitute (each a “Termination Event”) shall occur: (a) Any representationSPV Entity, warrantyany Originator or any Servicer shall fail to make when due any payment or deposit required to be made by it under this Agreement or any other Transaction Document, certification and such failure, shall continue unremedied for two (2) Business Days; (b) any representation or statement warranty made or deemed made by any SPV Entity, any Originator or any Servicer (or any of the Originators their respective officers) under or in connection with this Agreement, Agreement or any other Transaction Document or in any information or report delivered by any SPV Entity, any Originator or any Servicer pursuant to this Agreement or any other document delivered pursuant hereto or thereto Transaction Document, shall prove to have been false incorrect or misleading untrue in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation made or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due delivered, and such failure incorrect or untrue 742583266 14453710 representation, warranty, information or report, solely to the extent capable of cure, shall continue unremedied for one thirty (130) Business Day.days; (c) Any of the Originators shall fail to perform any covenant contained in Section 1.1(b) SPV Entity, any Originator 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 any Servicer shall fail to perform or observe any other term, covenant or agreement under this Agreement or any other Transaction Document (other than any such failure which would constitute a Termination Event under another clause set forth in this definition of “Termination Event”), and such failure, solely to the Transaction Documents and continues extent capable of cure, shall continue unremedied for thirty (30) days from 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 date that is the earlier of (i) notice thereof Administrative Agent with respect to the applicable Originator by Sold Assets or Pledged Collateral, free and clear of any Person and (ii) discovery thereof by the applicable Originator.Adverse Claim; (e) An Event an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Bankruptcy 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 occur with respect to continue undismissed for 60 days or an order or decree approving or ordering any of the Originators.foregoing shall be entered; (f) any SPV Entity, any Originator or any Servicer shall (i) A Performance Undertaking Default shall occurvoluntarily 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 Performance Undertaking 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) Business Days following any SPV Entity’s or any Servicer’s actual knowledge or receipt of notice thereof; (h) any Seller, any Originator or any Servicer fails to make any payment (whether of principal or interest) in respect of any Material Indebtedness when and as the same shall become due and payable, after giving effect to any period of grace specified for such payment in the agreement or instrument governing such Material Indebtedness; (i) any event or condition exists under any Material Indebtedness of the any SPV Entity, any Originator or any Servicer that causes such Material Indebtedness to become due prior to its 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 742583266 14453710 Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that no Termination Event shall arise under this clause (i) due to (i) any secured Material Indebtedness becoming due solely as a result of the voluntary sale or transfer of the assets securing such Material Indebtedness or (ii) any Material Indebtedness that becomes due as a result of a refinancing thereof, in each case, so long as such Material Indebtedness is paid or otherwise satisfied as a result thereof within two Business Days of when due; (j) any of the following shall occur: (A) the average Default Ratios for any three consecutive Fiscal Months exceeds 6.00%; (B) the average Delinquency Ratios for any three consecutive Fiscal Months exceeds 20.00%; (C) the average Dilution Ratios for any three consecutive Fiscal Months exceeds 6.00%; or (D) the Days’ Sales Outstanding exceeds 80 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 effective in full force and effect (except to the extent resulting from an act or to be the legally validomission of any Purchaser Party or any of their respective Affiliates), binding and enforceable obligation or any of the Performance Guarantorany SPV Entity, any Originator or any Servicer (iiior 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 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 Performance Guarantor shall repudiate its obligations thereunder. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect regard to amounts in excess any assets of $100,000 any SPV Entity, any Originator or any Servicer, or (ii) the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA, Section 303(k) of ERISA, or 430(k) of the Code with regard to any of the Receivables assets of any SPV Entity or Related Security any of its ERISA Affiliates; (r) (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 742583266 14453710 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 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, with respect to each of clause (i) through (ix), that either individually or 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 lien 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 30 consecutive days, and the aggregate amount of all such judgments equals or exceeds $50,000,000 (or 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 been released within thirty occurred (30in which case the Maturity Date shall be deemed to have occurred), and (y) daysdeclare 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 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 742583266 14453710 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 3.01.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) PDC, either Seller or the Servicer shall fail to pay when due any amounts required to be paid to the Agent or the Buyers pursuant hereto. (b) Any representation, warranty, certification representation or statement warranty made or deemed to have been made by or on behalf of a Seller or any Subsidiary in the Transaction Documents or on behalf of a Seller or any Subsidiary in any certificate, statement, report or other writing furnished by or on behalf of a Seller to the Originators in Agent or a Buyer pursuant to this Agreement, Agreement or the Assignments or any other Transaction Document instrument, document or in any other document delivered pursuant hereto or thereto agreement shall prove to have been 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; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation have been stated or warranty which itself contains a materiality threshold.certified; (bc) Any of the Originators PDC or either Seller shall fail to make comply with any payment agreement, covenant, condition, provision or deposit required hereunder when due 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 one (1) Business Day.30 calendar days after notice thereof to that Seller by the Agent; (cd) PDC, Seller or any Subsidiary 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 PDC, a Seller or Subsidiary 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 PDC, a Seller or a Subsidiary 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 PDC, a Seller or a Subsidiary, and, if instituted against PDC, a Seller or a Subsidiary, shall have been consented to or acquiesced in by PDC, the Seller or Subsidiary, or shall remain undismissed for 30 days, or an order for relief shall have been entered against PDC, a Seller or a Subsidiary, or PDC, a Seller or any Subsidiary 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 PDC, a Seller or a Subsidiary and, if instituted against PDC, a Seller or Subsidiary, shall be consented to or acquiesced in by PDC, a Seller or Subsidiary or shall remain for 30 days undismissed, or PDC, a Seller or any Subsidiary 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 Originators sum of $2,000,000 in the aggregate shall be rendered against PDC, a Seller or a Subsidiary and PDC, the Seller or Subsidiary 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 institution by PDC, a Seller or any ERISA Affiliate of steps to terminate any Plan if in order to effectuate such termination, PDC, the Seller or any ERISA Affiliate would be required to make a contribution to such Plan, or would incur a liability or obligation to such Plan, in excess of $2,000,000, or the institution by the PBGC of steps to terminate any Plan; (i) The maturity of any indebtedness of PDC (including its obligations under any Permitted Account Sales), a Seller or a Subsidiary in an aggregate amount of $2,000,000 or more shall be accelerated, or PDC, a Seller or a Subsidiary shall fail to perform pay any covenant contained such indebtedness in Section 1.1(b) or 4.2 such amount when due andor, in the case of a failure to perform under Section 4.2such indebtedness payable on demand, such failure when demanded, or any event shall occur or condition shall exist and shall continue for five more than the period of grace, if any, applicable thereto and shall have the effect of causing, or permitting the holder of any such indebtedness or any trustee or other Person acting on behalf of such holder to cause, such indebtedness in such amount to become due prior to its stated maturity or to realize upon any collateral given as security therefor; (j) Any Person, or group of Persons acting in concert, that owned less than 5% of the shares of any voting class of stock of PDC shall have acquired more than 50% of the shares of such voting stock; (k) Business Days This Agreement or the PDC Guaranty shall, at any time after discovery the execution and delivery hereof, 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 PDC or any Seller, or PDC or any Seller shall deny that it has any or further liability or obligation under this Agreement or PDC's Guaranty; (l) Any execution or attachment shall be issued whereby any substantial part of the applicable Originatorproperty of PDC, a Seller or any Subsidiary shall be taken or attempted to be taken and the same shall not have been vacated or stayed within 30 days after the issuance thereof; or (m) PDSI or ▇▇▇▇▇▇▇ shall cease to be a wholly-owned Subsidiary of PDC; or (n) That certain Escrow Agreement among PDC, PDSI, the Agent and U.S. Bank National Association shall be terminated, amended or otherwise modified without the Majority Buyers' prior written consent, or U.S. Bank National Association shall resign or be removed as escrow agent thereunder and not be replaced with a substitute escrow agent satisfactory to the Majority Buyers; or (o) The Intercreditor Agreement shall, at any time after the execution and delivery thereof, be breached by any Seller or Bank One, NA, 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 any Seller or Bank One, NA, or any Seller or Bank One, NA, shall deny that it has any or further liability or obligation under the Intercreditor Agreement. (dp) Any of PDC's Consolidated Tangible Net Worth at any time shall be less than 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 sum of (i) notice thereof to the applicable Originator by any Person and $300,000, plus (ii) discovery thereof 50% of the cumulative positive quarterly Consolidated Net Income for all fiscal quarters of PDC following the fiscal quarter of PDC ending April 27, 2002 (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 PDC is, in accordance with GAAP, increased for all fiscal quarters of PDC following the applicable Originatorfiscal quarter of PDC ending April 27, 2002 as a result of (A) the issuance of any capital stock of PDC or (B) any Acquisition. (eq) An Event PDC's ratio of Bankruptcy shall occur with respect Consolidated Total Debt to Consolidated Adjusted EBITDA at any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease time to be effective or greater than 2.0 to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunder1.0. (g) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination EventEvent with respect to an Originator: (a) Such Originator shall fail (i) to make any payment or deposit required hereunder when due and such failure continues 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)) or any other Transaction Document to which it is a party and such failure shall continue for five (5) consecutive Business Days. (b) Any representation, warranty, certification or statement made or deemed made by any of the Originators such Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect incorrect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day. (c) Any Failure of such Originator or Performance Guarantor to pay any Indebtedness when due in excess of $5,000,000; or the Originators shall fail to perform default by such Originator or Performance Guarantor in the performance of any covenant term, provision or condition contained in Section 1.1(b) any agreement under which any such Indebtedness was created or 4.2 when due andis governed, in the case effect of a failure which is to perform under Section 4.2cause, or to permit the holder or holders of such Indebtedness to cause, such failure Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Originator or Performance Guarantor shall continue for five be declared to be due and payable or required to be prepaid (5other than by a regularly scheduled payment) Business Days after discovery thereof by prior to the applicable Originatordate of maturity thereof. (d) Any (i) Such Originator, Performance Guarantor 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 Originators benefit of creditors; or (ii) any proceeding shall fail be instituted by or against such Originator, Performance Guarantor or any of their respective Subsidiaries seeking to perform adjudicate it bankrupt or observe 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 termsimilar official for it or any substantial part of its property or (iii) such Originator, covenant Performance Guarantor or agreement under any of their respective Subsidiaries shall take any action to authorize any of the Transaction Documents actions set forth in the foregoing clauses (i) or (ii) of this subsection (d). (e) A Change of Control shall occur with respect to Performance Guarantor or such Originator shall cease to be owned directly or indirectly by Performance Guarantor. (f) One or more final judgments for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against such Originator or Performance Guarantor on claims not covered by insurance or as to which the insurance carrier has denied its responsibility or as to which such Originator or Performance Guarantor is not otherwise indemnified pursuant to terms acceptable to Buyer (or its assigns), and continues such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days from the date that is the earlier without a stay of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occur, (ii) the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, or (iii) the Performance Guarantor shall repudiate its obligations thereunderexecution. (g) The Internal Revenue Service Originators shall file notice of a lien pursuant fail to Section 6323 of provide, or cause to be provided, on or before April 30, 2003, the Code with respect revised Credit and Collection Policy in form and substance satisfactory to amounts in excess of $100,000 with regard to any of the Receivables or Related Security Buyer (and such lien shall not have been released within thirty (30) daysits assigns).

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) The Seller shall fail to make any payment, transfer or deposit as required to be made hereunder, under the Fee Letter or under any other Principal Agreement when due and such failure shall remain unremedied for a period of five (5) calendar days after the due date; or (b) Any representation, warranty, certification representation or statement warranty made or deemed to be made by the Seller or any Performance Guarantor or any of the Originators 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 false, misleading or misleading incorrect in any material respect when made or deemed made; provided that the materiality threshold any breach of a representation and warranty in this subsection shall not be applicable Section 6.02 with respect to any representation or warranty which itself contains a materiality threshold. (b) Any Mortgage Loan as of the Originators related Purchase Date shall fail not constitute a Termination Event if the Seller complies with its repurchase obligation set forth in Section 2.04(c) with respect to make any payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day.Mortgage Loan; or (c) Any of the Originators shall fail to perform The Seller or 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 Performance Guarantor shall fail to perform or observe any other material term, covenant or agreement under contained in this Agreement or any other Principal Agreement (other than as referred to in Section 8.01(a)) on its part to be performed or observed and any such failure shall remain unremedied beyond the expiration of any applicable grace or notice period expressly provided for therein; or (d) The Seller, Servicer or any Performance Guarantor generally shall not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or (e) The Seller, Servicer or any Performance Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its 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 Transaction Documents 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 continues 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) any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or (iv) any of the foregoing occurs with respect to any one or more items of Indebtedness with an unpaid principal balance exceeding, in the aggregate, $1,500,000 with respect to the Seller or the Servicer, or $10,000,000 in the case of either Performance Guarantor; or (h) The Seller, Servicer or any Performance Guarantor shall fail within 30 days to timely appeal any final judgments or to pay, bond or otherwise discharge any judgments or orders for payment of money in each case in excess of $5,000,000, 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 from thereafter the date that is Seller, the earlier 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) notice thereof any Governmental Authority cancels the Seller's right to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator. (e) An Event be either a seller or servicer of Bankruptcy shall occur with respect to any of the Originators. (f) (i) A Performance Undertaking Default shall occursuch Governmental Authority's insured or guaranteed mortgage loans or mortgage-backed securities, (ii) any Approved Takeout Investor cancels for cause any servicing or underwriting agreement between the Performance Undertaking shall cease Seller and such Approved Takeout Investor that could reasonably be expected to be effective or to be the legally valid, binding and enforceable obligation of the Performance Guarantor, have a Material Adverse Effect or (iii) the Performance Guarantor shall repudiate its obligations thereunder.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 (gl) The Internal Revenue Service Any material provision of this Agreement, or any other Principal Agreement shall file notice for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part; or the validity or enforceability of a lien pursuant to Section 6323 of the Code any such document shall be challenged or denied; or (m) A "change in control," with respect to amounts the ownership of AHMIC shall have occurred after the date hereof (and as used in excess this subparagraph, the term "change in control" shall mean an acquisition by any Person, partnership or group, as defined under the Securities Exchange Act of $100,000 with regard to any 1934, as amended, of a direct or indirect beneficial ownership of 10% or more of the Receivables then-outstanding voting stock of the Performance Guarantors); or Related Security AHMIC shall cease at any time to own directly or indirectly 100% of the stock of the Seller and such lien shall not have been released within thirty (30) days.the Servicer; or

Termination Events. The occurrence of any one or more of the following events shall constitute a Termination Event: (a) Any the Transferor, any Seller or the Collection Agent shall fail to make any payment or deposit to be made by it hereunder or under any of the Transaction Documents when due hereunder or thereunder and such failure continues for one (1) Business Day; or (b) any representation, warranty, certification or statement made by the Transferor, the Collection Agent or deemed made by any of the Originators Seller 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 false or misleading incorrect in any material respect when made or deemed 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 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 first proviso of this subsection 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 (bc) Any the Transferor, any Seller or the Collection Agent shall default in the performance of any 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 Originators Transferor shall fail to make any payment of principal or deposit required hereunder 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 failure shall continue for one (1) Business Day. (c) Any 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 Originators shall fail prepayment, repurchase, redemption or defeasance thereof, prior 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 by any Person and (ii) discovery thereof by the applicable Originator.its scheduled maturity; or (e) An any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent, any Seller, the Parent or any of the Originators.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 have occurred; or (h) the Transferor, the Parent or any Seller shall enter into any corporate transaction or merger whereby it is not the surviving entity (other 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 such Seller or the performance of such Seller's obligations under the transaction documents); or (i) A Performance Undertaking Default there shall occur, 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 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 to reduce the Percentage Factor to less than or equal to 100%; or (ii) the Performance Undertaking Net Investment shall cease to be effective exceed the Facility Limit; or (k) the average Dilution Ratio for the three preceding Settlement Periods exceeds 2.5%; or (l) the average Default Ratio for the three preceding Settlement Periods exceeds 3%; or (m) the Parent or to be any of its Subsidiaries default in the legally valid, binding and enforceable obligation observance or performance of Section 6.13 or 6.14 of the Performance Guarantor, Credit Agreement or an Event of Default (iiias such term is defined in the Credit Agreement) described in Section 7.01(r) of the Performance Guarantor Credit Agreement shall repudiate its obligations thereunder.have occurred; or (gn) The Internal Revenue Service shall file a Responsible Officer of the Transferor receives notice or becomes aware that a notice of a lien pursuant to Lien has been filed against the Transferor or the Collection Agent under Section 6323 412(n) of the Code with respect or Section 302(f) of ERISA for a failure to amounts in excess of $100,000 with regard make a required installment or other payment to any a plan to which Section 412(n) of the Code or Section 302(f) of ERISA applies; or (o) the Receivables or Related Security Purchase Agreement is terminated; or (p) the Parent and such lien the Sellers (in the aggregate) shall not have been released within thirty (30) daysfail to maintain 100% ownership of the Transferor.

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) Any representation, warranty, certification or statement made or deemed made by any failure on the part of the Originators in this AgreementBorrower, the Servicer or any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when made or deemed made; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold. (b) Any of the Originators shall fail Guarantor to make any payment or deposit (including, without limitation, the payment in full of all Advances and other Obligations on the Termination Date and any failure to remit Collections or make any other payment or deposit required hereunder when due and such failure shall continue for one (1) Business Day. (c) Any to be made by it pursuant to the terms of the Originators shall fail Transaction Documents) required by the terms of any Transaction Document on the day such payment or deposit is required to perform any covenant contained in Section 1.1(b) be made and the same continues unremedied for two Business Days (or 4.2 when due and, one Business Day in the case of a failure to perform payment due under Section 4.2, such failure shall continue for five (5) Business Days after discovery thereof by the applicable Originator.2.6(b)); or (db) Any the failure of the Originators Borrower, the Originator, any Guarantor, the Servicer (for purposes of this Section 10.1, references to the “Servicer” shall fail to perform only apply while Core Business Credit, LLC or observe any other term, covenant or agreement under any of the Transaction Documents and continues for thirty (30) days from the date that its Affiliate is the earlier of (iServicer) notice thereof to the applicable Originator by make any Person and (ii) discovery thereof by the applicable Originator. (e) An Event of Bankruptcy shall occur payment when due with respect to any of its debt or other obligations in excess of $250,000 in the Originators.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 made by the Borrower, the Servicer, the Originator or any Guarantor in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been materially incorrect when made, and which continues to be unremedied for a period of 15 days (or 30 days with respect to NewStar Financial, Inc.) 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 Borrower, the Servicer, the Originator or such Guarantor, as applicable, by the 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 failure on the part of the Borrower, the Originator, the Servicer or any Guarantor duly to observe or perform in any material respect any of its respective covenants or agreements set forth in this Agreement or the 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 the Borrower, the Originator, the Servicer or such Guarantor, as applicable, acquires knowledge thereof; or (e) the occurrence of an Insolvency Event relating to NewStar Financial, Inc., the Borrower, the Originator, the Servicer or any Guarantor; or (f) the occurrence of a Servicer Default; or (g) the rendering of one or more final judgments, decrees or orders by a court or arbitrator of competent jurisdiction for the payment of money in excess individually or in the aggregate of $1,000,000 (or in the aggregate of $7,500,000 with respect to NewStar Financial, Inc.), against the Borrower, the Originator, the Servicer or any Guarantor, and the Borrower, the Originator, the Servicer or such Guarantor, as applicable, shall not have either (i) A Performance Undertaking Default shall occurdischarged, paid or provided for the discharge of any such judgment, decree or order in accordance with its terms by the time required in such judgment, decree or order, or (ii) perfected a timely appeal of such judgment, decree or order and caused the Performance Undertaking shall 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 Performance Borrower, the Originator, the Servicer or any Guarantor, or , (iii2) the Performance Borrower, the Originator, the Servicer or any Guarantor shall repudiate its obligations 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 (g3) The Internal Revenue Service shall file notice 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 Advances Outstanding on any day exceeds the Maximum Availability on such day and the same continues unremedied for two Business Days of the Borrower’s or the Servicer’s actual knowledge thereof; or (j) the occurrence of any event which causes or will cause a Material Adverse Effect; or (k) the occurrence of a lien pursuant to Section 6323 Change of Control; or (l) the annual audited financial statements of NewStar Financial, Inc. or the annual audited consolidating financial statements of the Code with respect to amounts Borrower and the Originator are qualified in excess any manner; or (m) as of $100,000 with regard to any date of determination on or after the last day of the Receivables 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 Related Security and such lien be Continuing; or (n) the Borrower shall not have been released become required to register as an “investment company” within thirty (30) daysthe 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.

Termination Events. The occurrence of any one or more of the following events shall constitute a “Termination Event”: (a) Any (i) the SPV, the Seller, the Originator, the Performance Guarantor or the Servicer shall fail to make any payment or deposit required to be made by it hereunder with respect to a reduction in the Net Investment; or (ii) the Seller, the Originator, the Performance Guarantor or the Servicer shall fail to make any payment or deposit required to be made by it hereunder other than in respect of a reduction in the Net Investment when due and such failure continues for two (2) Business Days; or (b) (i) any representation, warranty, certification or statement made or deemed made by any of the Originators SPV, the Seller, the Servicer, the Performance Guarantor or the Originator in this Agreement, any other Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto (other than those covered by clause (ii) below) shall prove to have been false or misleading in any material respect incorrect when made or deemed made; provided that made or delivered and shall remain unremedied for 30 days after the materiality threshold in this subsection shall not be applicable with respect earlier to occur of (A) receipt of notice thereof from any representation Class Agent, any Investor or warranty which itself contains the Agent or (B) the date a materiality threshold. (b) Any Responsible Officer of the Originators shall fail to make any payment Servicer, the SPV, the Seller, the Performance Guarantor or deposit required hereunder when due and the Originator, as applicable, first becomes aware of such failure or (ii) any representation, warranty, certification or statement made or deemed made by the SPV, the Seller, the Servicer, the Performance Guarantor or the Originator in Section 4.1(e) (accuracy of information) or in any other information, report or document delivered pursuant to the foregoing shall continue prove to have been incorrect when made or deemed made or delivered and shall remain unremedied for one 60 days after the earlier to occur of (1A) Business Day.receipt of notice thereof from any Class Agent, any Investor or the Agent or (B) the date a Responsible Officer of the Servicer, the SPV, the Seller, the Performance Guarantor or the Originator, as applicable, first becomes aware of such failure; or (c) Any the SPV, the Seller, the Originator or the Servicer shall default in the performance of any undertaking (other than those covered by clause (a) above or (p) below) (i) to be performed or observed under Sections 6.1(b) (conduct of business, ownership), 6.1(f) (performance and compliance with receivables, contracts and credit and collection policy), 6.1(h) (obligor payments), 6.1(i) (handling collections), 6.2(a) (no sales or liens), 6.2(c) (no change in business or credit and collection policy), 6.2(d) (no subsidiaries, mergers, etc.), 6.2(e) (no change in payment instructions to obligors) or 6.2(f) (deposits to lock-box accounts) (any of the Originators preceding parenthetical phrases in this clause (i) are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof) and such failure continues for two (2) Business Days, or (ii) shall fail to observe or perform under any covenant contained in other provision of this Agreement (other than those covered by clause (a) above or Section 1.1(b6.3) or 4.2 when due and, any provision of any other Transaction Document to which it is a party and such default in the case of a failure to perform under Section 4.2, such failure this clause (ii) 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 after the earlier to occur of (A) receipt of notice thereof from any Class Agent, any Investor or the Agent or (B) the date that is a Responsible Officer of the earlier Servicer, the SPV, the Seller, the Performance Guarantor or the Originator, as applicable, first becomes aware of (i) notice thereof to the applicable Originator by any Person and (ii) discovery thereof by the applicable Originator.such failure; or (ed) An any Event of Bankruptcy shall occur with respect to any the SPV, the Seller, the Originator, the Servicer or the Performance Guarantor; or (e) the Agent, on behalf of the Originators.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 Settlement Date, the sum of (i) A Performance Undertaking Default shall occur, the Net Investment (as determined after giving effect to all distributions pursuant to this Agreement on such date) and (ii) 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) failure of the SPV, the Seller, the Originator, the Performance Undertaking Guarantor or any Subsidiary of the SPV or the Originator to pay when due any 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 any Subsidiary of the SPV, or $25,000,000 outstanding, in the case of the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons (other than the SPV) is governed; or the default (after any applicable grace period, if any) by the SPV, the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons 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, the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons greater than such 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 such default is to cause, or to permit the holder of such Indebtedness to cause, such Indebtedness to become due and payable prior to its stated maturity; or any Indebtedness owing by the SPV, the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons greater than such 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 (i) there shall be a “change of control” with respect to the Servicer, the SPV, the Seller, the Performance Guarantor or the Originator (for the purposes of this clause only “change in control” means: (i) the failure of the Originator to own, free and clear of any Adverse Claim (other than the pledge under the Revolving Credit Agreement) and on a fully diluted basis, 100% of the equity interests in the SPV, (ii) the lien on the equity interests in the SPV shall be foreclosed upon, (iii) the failure of the Performance Guarantor to own, directly or indirectly, 100% of the equity interests in each of the Originator, the Seller, the Servicer and the SPV, or (iv) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of the Performance Guarantor; or (j) [Reserved]; (k) any material provision of this Agreement or any other Transaction Document to which the Originator, the Seller, the Performance Guarantor or the SPV is a party shall cease to be effective in full force and effect or to be the legally validOriginator, binding and enforceable obligation of the Seller, the Performance GuarantorGuarantor or the SPV shall so state in writing; or (l) the three-month average Trigger Delinquency Ratio shall exceed 6.25%; or (m) the three-month average Trigger Default Ratio shall exceed 2.25%; or (n) the three-month average Trigger Dilution Ratio shall exceed 8.25%, or (o) the Days Sales Outstanding equals or exceeds 60 days; or (iiip) a breach of Section 6.3; or (q) the Performance Guarantor shall repudiate its obligations thereunder.default on any payment obligation under the Performance Guaranty when due; or (gr) The the SPV shall become required to register as an “investment company” under the Investment Company Act of 1940, as amended, or the arrangements contemplated by the Transaction Document shall require registration as an “investment company” within the meaning of the Investment Company Act of 1940; or (s) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with respect to amounts in excess of $100,000 with regard to any assets of the Receivables SPV, the Seller or Related Security the Originator and such lien shall not have been released within thirty five (305) daysBusiness 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 SPV, the Seller or the Originator, such lien shall not have been released within five (5) Business Days and, if such lien is against the assets of the Seller or the Originator, such lien would reasonably be expected to result in liability to the Seller or the Originator, as applicable, in excess of $25,000,000; or (i) any action or proceeding is commenced by any party to the Revolving Credit Agreement or the Master Note Purchase Agreement claiming or asserting that the transactions contemplated by the Transaction Documents are not a Receivable Purchase Facility (as defined in the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made) or are not permitted under the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made or (ii) the Originator or the Performance Guarantor have entered into an additional Receivable Purchase Facility (as defined in the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made). (u) either (i) a Default (as defined in the Revolving Credit Agreement) shall occur and be continuing under Section 7.6 or 7.7 of the Revolving Credit Agreement or (ii) the Revolving Credit Agreement Agent shall deliver notice under the Revolving Credit Agreement prohibiting dispositions of assets by the Performance Guarantor or any of its Affiliates following the occurrence and during the continuance of any Default (as defined in the Revolving Credit Agreement) under clauses (i), (ii) or (iii) of Section 7.2 of the Revolving Credit Agreement. If a Termination Event occurs, the Agent shall have all rights of a secured party under the UCC and, by notice to the SPV and the Servicer, may declare the Termination Date to occur, at which time all Collections shall be applied in accordance with the provisions of Section 2.12 and the Net Investment will accrue interest at the Default Rate.