Common use of Amortization Events Clause in Contracts

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail: (i) to make any payment or deposit required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues for one (1) Business Day; (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) 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) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made (except that the materiality standard in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms). (c) Failure of Seller to pay any Indebtedness when due or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Servicer or the 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 fifteen (15) consecutive days without a stay of execution. (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an amortization event (each, an “Amortization Event:”): (a) Any Seller PPL Electric Party shall fail: (i) fail to make any payment or deposit required hereunder to be made by it under the Transaction Documents when due and, for any such payment or under any other Transaction Document deposit which is not in respect of Capital when due and principal, such failure continues for one three (13) consecutive Business Day;Days. (iib) Any representation or warranty made by any PPL Electric Party in any Transaction Document to make any payment which it is a party or deposit required hereunder or under in any other Transaction Document other than document delivered pursuant thereto shall prove to have been incorrect (or, with respect to the representations and warranties contained in respect Sections 5.1(a), (c), (d), (g), (j), (k) or (s) hereof, or in Sections 2.1(a), (c), (d), (g), (j), (k) or (s) of Capital and such failure continues for five (5the Receivables Sale Agreement, incorrect in any material manner) Business Days; orwhen made or deemed made. (iiic) Any PPL Electric Party shall fail to perform or observe any termcovenant contained in Section 7.2 or Section 8.5 when due. (d) Any PPL Electric Party shall fail to perform or observe any covenant contained in Section 7.1(a)(vii), Section 7.1(b) or Section 8.3 and such failure shall continue for ten (10) consecutive Business Days following Borrower’s receipt of notice of such failure from the Agent or Borrower’s actual knowledge of such failure. (e) Any PPL Electric Party shall fail to perform or observe any other covenant or agreement hereunder under any Transaction Document (other than as referred to those referenced in clauses Sections 9.1(a), (ic) and or (ii) of this paragraph (a) and paragraph 9.1(ed)) and such failure shall continue for ten (A10) in the case consecutive Business Days following Borrower’s receipt of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, for thirty (B30) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) consecutive days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains following Borrower’s actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaserfailure. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made (except that the materiality standard in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms). (cf) Failure of Seller Borrower to pay any Indebtedness (other than the Obligations) when due or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) Failure by the Servicer or PPL Transition Bond Company LLC (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally any principal or shall make a general assignment for the benefit interest, regardless of creditors; amount, due in respect of any Material Indebtedness beyond any period of grace provided with respect thereto, or (ii) to observe or perform any proceeding shall be instituted by other term, covenant, condition or against agreement contained in any agreement or instrument evidencing or governing any such Person Material Indebtedness beyond any period of grace provided with respect thereto if the effect of any failure referred to in this clause (ii) is to cause, or any to permit the holder or holders of such Person's Subsidiaries seeking Indebtedness or a trustee on its or their behalf to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it)cause, such proceeding Indebtedness to become due prior to its stated maturity. (h) An Event of Bankruptcy shall remain undismissed occur with respect to any PPL Electric Party or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses PPL Transition Bond Company LLC. (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of at the end of any calendar monthCalculation Period: (i) the three-month rolling average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months Delinquency Ratio shall exceed [o]%;6.00%, (ii) the three-month rolling average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months Default Ratio shall exceed [o]%;2.50%, or (iii) the three-month rolling average of the Default Ratios as of the end of such calendar month and the two preceding calendar months Dilution Ratio shall exceed [o]%; or2.25% (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%. (gj) A Change of Control shall occur. (k) (i) One or more final judgments for the payment of money in an aggregate amount of $11,625 or more shall be entered against Seller Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,00020,000,000, individually or in the aggregate, shall be entered against the Servicer or the Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, PPL Transition Bond Company LLC and such judgment shall continue unsatisfied and in effect not be paid, bonded or otherwise discharged for fifteen sixty (1560) consecutive days without a stay of executionunless such judgment is stayed on appeal or otherwise being appropriately contested in good faith. (il) The "“Termination Date" ” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller Borrower under the Receivables Sale Agreement. (jm) 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 SellerBorrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers Lenders shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection AccountsCollateral. (kn) MetEd On any day, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Obligations in accordance with this Agreement, the Aggregate Principal shall exceed the Borrowing Limit and if such day is not a Settlement Date, such condition shall have been continuing for five (5) consecutive Business Days. (o) [reserved]. (p) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within seven (7) 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 Collateral. (q) Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $25,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could reasonably be expected to cause one or more members of the ERISA Group to incur a current payment obligation in excess of $25,000,000. (r) Any event shall occur which (i) fail materially and adversely impairs the ability of Originator to maintain originate Receivables of a Fixed Charge Ratio (determined as credit quality that is at least equal to the credit quality of the last day Receivables sold or contributed to Borrower on the date of each fiscal quarter) of at least 2.00 to 1.00 this Agreement or (ii) permit the ratio has, or could be reasonably expected to have a Material Adverse Effect (determined other than as defined in clause (i) of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIIIdefinition thereof). (ls) Any Periodic Report delivered on The PUC shall exercise its sequestration powers under the Competition Act with respect to Originator or after [___], 2004 shall fail to contain all Additional Reporting Informationthe Collections.

Amortization Events. The occurrence of any one or more of the following events shall constitute an amortization event (each, an "Amortization Event:"): (a) Any Seller PPL Electric Party shall fail: (i) fail to make any payment or deposit required hereunder to be made by it under the Transaction Documents when due and, for any such payment or under any other Transaction Document deposit which is not in respect of Capital when due and principal, such failure continues for one three (13) consecutive Business Day;Days. (iib) Any representation or warranty made by any PPL Electric Party in any Transaction Document to make any payment which it is a party or deposit required hereunder or under in any other Transaction Document other than document delivered pursuant thereto shall prove to have been incorrect (or, with respect to the representations and warranties contained in respect Sections 5.1(a), (c), (d), (g), (j), (k) or (s) hereof, or in Sections 2.1(a), (c), (d), (g), (j), (k) or (s) of Capital and such failure continues for five (5the Receivables Sale Agreement, incorrect in any material manner) Business Days; orwhen made or deemed made. (iiic) Any PPL Electric Party shall fail to perform or observe any termcovenant contained in Section 7.2 or Section 8.5 when due. (d) Any PPL Electric Party shall fail to perform or observe any covenant contained in Section 7.1(a)(vii), Section 7.1(b) or Section 8.3 and such failure shall continue for ten (10) consecutive Business Days following Borrower's receipt of notice of such failure from the Agent or Borrower's actual knowledge of such failure. (e) Any PPL Electric Party shall fail to perform or observe any other covenant or agreement hereunder under any Transaction Document (other than as referred to those referenced in clauses Sections 9.1(a), (ic) and or (ii) of this paragraph (a) and paragraph 9.1(ed)) and such failure shall continue for ten (A10) in the case consecutive Business Days following Borrower's receipt of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, for thirty (B30) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) consecutive days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains following Borrower's actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaserfailure. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made (except that the materiality standard in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms). (cf) Failure of Seller Borrower to pay any Indebtedness (other than the Obligations) when due or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (g) Failure by the Servicer or PPL Transition Bond Company LLC (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally any principal or shall make a general assignment for the benefit interest, regardless of creditors; amount, due in respect of any Material Indebtedness beyond any period of grace provided with respect thereto, or (ii) to observe or perform any proceeding shall be instituted by other term, covenant, condition or against agreement contained in any agreement or instrument evidencing or governing any such Person Material Indebtedness beyond any period of grace provided with respect thereto if the effect of any failure referred to in this clause (ii) is to cause, or any to permit the holder or holders of such Person's Subsidiaries seeking Indebtedness or a trustee on its or their behalf to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it)cause, such proceeding Indebtedness to become due prior to its stated maturity (h) An Event of Bankruptcy shall remain undismissed occur with respect to any PPL Electric Party or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses PPL Transition Bond Company LLC. (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of at the end of any calendar monthCalculation Period: (i) the three-month rolling average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months Delinquency Ratio shall exceed [o]%;6.00%, (ii) the three-month rolling average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months Default Ratio shall exceed [o]%;1.75%, or (iii) the three-month rolling average of the Default Ratios as of the end of such calendar month and the two preceding calendar months Dilution Ratio shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%2.25%. (gj) A Change of Control shall occur. (ik) One or more final judgments for the payment of money in an aggregate amount of $11,625 or more shall be entered against Seller Borrower or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,00020,000,000, individually or in the aggregate, shall be entered against the Servicer or the Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, PPL Transition Bond Company LLC and such judgment shall continue unsatisfied and in effect not be paid, bonded or otherwise discharged for fifteen sixty (1560) consecutive days without a stay of executionunless such judgment is stayed on appeal or otherwise being appropriately contested in good faith. (il) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller Borrower under the Receivables Sale Agreement. (jm) 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 SellerBorrower, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers Lenders shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection AccountsCollateral. (kn) MetEd On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Obligations in accordance with this Agreement, the Aggregate Principal shall exceed the Borrowing Limit. (o) [reserved]. (p) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within seven (7) 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 Collateral. (q) Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $25,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could reasonably be expected to cause one or more members of the ERISA Group to incur a current payment obligation in excess of $25,000,000. (r) Any event shall occur which materially and adversely impairs the ability of Originator to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to Borrower on the date of this Agreement or has, or could be reasonably expected to have a Material Adverse Effect (other than as defined in clause (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIIIdefinition thereof). (ls) Any Periodic Report delivered on The PUC shall exercise its sequestration powers under the Competition Act with respect to Originator or after [___], 2004 shall fail to contain all Additional Reporting Informationthe Collections.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail: fail (i) to make any payment or deposit required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues for one (1) two Business Day; Days, (ii) in the case of Servicer, to make deliver any payment report required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, (iii) to perform or deposit required hereunder observe any term, covenant or under any other Transaction Document agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k) and (n), Section 7.2, Section 9.1 (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and with respect of Capital to Servicer only, Section 8.2(b), and such failure continues shall continue for five (5) consecutive Business Days; or Days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clauses clause (i) and or (ii) of this paragraph subsection (a) and paragraph 9.1(eor Section 9.1(d)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) twenty consecutive days after the earlier of (1) the date upon which any Authorized Officer receipt of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure thereof from the Program Agent or any PurchaserManaging Agent, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such or a Seller Party obtains Party’s Responsible Officer’s actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaserthereof. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (except 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 standard in this subsection (b) an Amortization Event shall not apply occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (g), (i), (j), (r), (s), (t), (u) or (w) of Section 5.1 with respect to any Receivable or Related Security if either (i) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such representation Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or warranty which is qualified by (ii) the aggregate of the Investor Interests does not exceed 100% after a materiality standard by its terms)recalculation of the Investor Interests excluding such Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance and Seller has made the payment required by, and in accordance with, Section 2.8. (c) Failure of Seller to pay any Indebtedness when due or the failure of the Servicer due, giving effect to any applicable grace periods. (d) Any Seller Party or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in clauses (i) or clause (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of at the end of any calendar month: Monthly Period, (i) the average of the Dilution Ratios as of the end of for such calendar month Monthly Period and the two preceding calendar months Monthly Periods shall exceed [o]%; 0.50% (ii) the average of the Delinquency Ratios as of the end of for such calendar month Monthly Period and the two preceding calendar months Monthly Periods shall exceed [o]%; 6.75%, or (iii) the average of the Default Loss Ratios as of the end of for such calendar month Monthly Period and the two preceding calendar months Monthly Periods shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%4.00%. (gf) A Change of Control shall occur. (ig) A Material Adverse Effect shall occur. (h) One or more final judgments for the payment of money shall be entered against Seller judgments, decrees, arbitration or (iibinding mediation award(s) one or more final judgments and/or settlement(s) for the payment of money in an amount in excess of $10,000,000, individually or 100,000 in the aggregate, aggregate shall be entered against Seller, and either (i) within thirty (30) days from the Servicer later of (A) the entry of any such judgment or decree or the Originator date of any such award or settlement (as applicable) and (B) the date any payment is required to be made on claims or with respect to any such judgment, decree, award or settlement pursuant to the terms thereof, the same shall not covered have been paid, discharged or vacated, or in the case of a judgment, decree or award, stayed pending appeal, or shall not have been discharged or vacated within thirty (30) days from the entry of a final order of affirmance on appeal or (ii) enforcement proceedings shall be commenced by insurance any creditor on any such judgment, decree, award or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of executionsettlement. (i) (i) The "“Termination Date" ” under and as defined in the Receivables either Sale Agreement shall occur under such Sale Agreement, (ii) the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Finance LLC under the First Tier Sale Agreement Agreement, or Originator (iii) Finance LLC 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 Second Tier Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Agent for the benefit of the Purchasers Investors shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection AccountsLock-Boxes, Blocked Accounts and all agreements related thereto. (k) MetEd shall (i) fail With respect to maintain a Fixed Charge Ratio (determined as any day, the aggregate of the last day of each fiscal quarter) of at least 2.00 to 1.00 Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 2.2, if applicable, or otherwise by an increase in the Net Receivable Pool Balance or the Collection Account Amount or a reduction in the Aggregate Capital not later than the next following Business Day (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on or, if such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have is not Business Day, by not later than the meanings set forth in Exhibit XIIIsecond following Business Day). (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail: (i) to make any payment or deposit required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues for one (1) Business Day; (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) 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) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made (except that the materiality standard in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms). (c) Failure of Seller to pay any Indebtedness when due or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Servicer or the 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 fifteen (15) consecutive days without a stay of execution. (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd Penelec shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail:shall (i) fail to make any payment or deposit required hereunder or when due, including, without limitation, any payment required under any other Transaction Document in respect of Capital when due and such failure continues for one (1) Business Day;Section 2.6; or (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) Business Days; or (iii) fail to perform or observe any term, covenant or agreement hereunder or under any other Transaction Document (other than as referred to in clauses (iSection 9.1(a)(i) and (ii) of this paragraph (a) and paragraph 9.1(eor Section 9.1(h)) and such failure shall continue for for: (A) in the case of any covenant set forth in paragraphs (a)(viiiSection 7.2(e), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of one (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, Business Day; (B) in the case of the covenant set forth any of Section 7.1(a)(v), Section 7.1(b)(i), Section 7.1(b)(iii)-(vi), Section 7.1(h), Section 7.1(i)(M)-(P), Section 7.1(j), Section 7.2 (other than as referred to in clause (iA) of Section 7.1(cabove), ten or Article VIII, three (103) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and Business Days; or (C) except as provided in the preceding clauses any other case, fifteen (A15) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaserdays. (b) Any representation, warranty, certification or statement report made by Provider or any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made; provided that in the case of any representation or warranty that is determined to be incorrect when made or deemed made (except that the materiality standard in this subsection (b) respect of any Receivable, such event shall not apply constitute an Amortization Event if (i) no action is then required to any be taken under Section 2.6 and (ii) a Deemed Collection in respect of such representation or warranty which Receivable is qualified by a materiality standard by its terms)timely made and recorded in accordance with the terms of this Agreement. (c) Failure The occurrence of any of the following: (i) The failure of Seller to pay any Indebtedness when due or the due; (ii) The failure of the Provider, Originator or Servicer or the Originator to pay Indebtedness any amount when due in respect of any Indebtedness outstanding in an aggregate amount in excess of $[20,000,000] in the aggregate; or the 10,000,000 (“Material Indebtedness”); (iii) The default by such Person Provider, Originator or Servicer 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, or to permit the holder or holders of cause such Material Indebtedness to cause, such Indebtedness to be declared or automatically become due and payable prior to its stated maturity; or any such Material Indebtedness of such Person Provider, Originator or Servicer 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) With respect to the Bank Credit Agreement, (A) any “Event of Default” under or in connection with the Bank Credit Agreement shall occur, or (B) any other event, circumstance or condition having the effect of permitting the termination of any financing commitments or the acceleration of any outstanding Indebtedness or recourse to any guaranty or collateral for any outstanding Indebtedness under the Bank Credit Agreement shall occur or exist. (id) Any Seller Party, the Collection AgentProvider, Originator or any Seller Party or any material domestic Subsidiary of such Person's Subsidiaries Provider shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person Provider, Originator or any Seller Party or any material domestic Subsidiary of such Person's Subsidiaries Provider seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person Provider, Originator or any Seller Party or any material domestic Subsidiary of such Person's Subsidiaries Provider shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of at the end of any calendar month:Accrual Period, (i) the average Loss Ratio in respect of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months three Accrual Periods then most recently ended shall exceed [o]%3.5%; (ii) the average Delinquency Ratio in respect of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months three Accrual Periods then most recently ended shall exceed [o]%;26%; or (iii) the average Dilution Ratio in respect of the Default Ratios as of the end of such calendar month and the two preceding calendar months three Accrual Periods then most recently ended shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%7.5%. (gf) A Change of Control shall occur. (g) (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against Provider, Originator or the Servicer or the Originator on claims which is not covered by insurance or stayed on appeal or otherwise being appropriately contested in good faith and as to which the insurance carrier has denied its responsibilityno enforcement actions have been commenced, and such judgment shall continue unsatisfied and in effect for fifteen thirty (1530) consecutive days without a stay of execution. (ih) The "Originator shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Receivables Sale Agreement (subject to any cure periods in the Receivables Sale Agreement), or the “Termination Date" ” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (ji) 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 Sellereither Seller Party, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Securitization Accounts. (j) Provider shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or any term or provision of Performance Undertaking shall in any material respect cease to be effective or to be the legally valid, binding and enforceable obligation of Provider, or Provider shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability. (k) MetEd The senior implied issuer rating then assigned to Provider by Moody’s shall (i) fail be B3 or less, or the long term local issuer credit rating then assigned to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 Provider by S&P shall be B- or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIIIless. (l) Any Periodic Report delivered on or after [___]The Reporting Completion Date with respect to any system of the Originator (other than the BAAN System and the PRMS system) shall not have occurred by March 31, 2004 shall fail to contain all Additional Reporting Information2005.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail: fail (i) to make any payment or deposit of Capital required hereunder or under any other Transaction Document in respect of Capital when due and (including, without limitation, any payment or deposit required pursuant to Section 2.6(b) hereof) and, in the case of any failure to make a timely payment or deposit solely by reason of any mechanical delay in or malfunction of the Fedwire system, such failure continues shall continue for one (1) Business Day; Day and so long as such Seller Party pays immediately upon demand any and all losses, costs and expenses incurred by any Purchaser or the Agent in connection with or as a result of such failure to make a timely payment or deposit, (ii) to make any payment or deposit required hereunder or under (other than as referred to in clause (i) of this paragraph (a)) of any other Transaction Document other than in respect of Capital amounts when due hereunder and such failure continues shall continue for three (3) consecutive Business Days, (iii) to comply with the provisions of Section 7.1(b)(i), (ii), (iii) or (iv) or 7.2 and such failure shall continue for three (3) consecutive Business Days, (iv) to comply with the provisions of Section 7.1 (c), (f), (g), (h), (j), (l) or (m) and such failure shall continue for five (5) consecutive Business Days; or Days or (iiiv) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clauses (i) and ), (ii), (iii) or (iv) of this paragraph (a) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) consecutive Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any PurchaserDays. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made (except that the materiality standard in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms)made. (c) Failure of Seller to pay any Indebtedness when due in an amount in excess of $10,500, or the failure of the Servicer or the Originator any other Seller Party to pay Indebtedness when due in an amount in excess of $[20,000,000] in the aggregate10,000,000; or the default by such Person any Seller Party in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person any Seller Party shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator Party or any of such Person's Subsidiaries Original Seller shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by any Seller Party or any Original Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; (iii) any proceeding shall be instituted against any such Person Seller Party or any of such Person's Subsidiaries Original Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in which proceeding is not dismissed within 30 days of the case of institution thereof or (iv) any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, Seller Party or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries Original Seller shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of at the end of any calendar fiscal month: (i) , the average of the Delinquency Ratios for the three fiscal months most recently ended shall exceed 7.00% or the average of the Default Ratios for the three fiscal months most recently ended shall exceed 3.50% or the average of the Dilution Ratios as of for the end of such calendar month and the two preceding calendar three fiscal months most recently ended shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%6.50%. (gf) An "Event of Default" (as defined therein) by Interface of its obligations under Section 7.09 of the Interface Credit Facilities. (i) A Change of Control shall occuroccur or exist, or (ii) any event or condition shall occur or exist that, pursuant to the terms of any Change in Control Provision, requires or permits the holder(s) of Interface Control Debt to require that such Interface Control Debt be redeemed, repurchased, defeased, prepaid or repaid, in whole or in part, or the maturity of such Interface Control Debt to be accelerated in any respect; provided, however, that no Amortization Event hereunder shall be deemed to exist upon the occurrence of any event or condition described in the foregoing clauses (i) or (ii) until thirty (30) days after the first occurrence or existence of such event or condition. (i) One or more final judgments for the payment of money in an amount in excess of $10,500, individually or in the aggregate, shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Servicer or the 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 fifteen thirty (1530) consecutive days without a stay of execution. (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or the Seller or Originator shall fail to observe any term or condition of the Receivables Sale Agreement (taking into account any applicable grace period set forth therein) or the Seller shall waive its right to enforce the terms and conditions of the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail: fail (i) to make any payment or deposit required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues for one (1) two Business Day; Days, (ii) in the case of Servicer, to make deliver any payment report required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, (iii) to perform or deposit required hereunder observe any term, covenant or under any other Transaction Document agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k) and (n), Section 7.2, Section 9.1 (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and with respect of Capital to Servicer only, Section 8.2(b), and such failure continues shall continue for five (5) consecutive Business Days; or Days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clauses clause (i) and or (ii) of this paragraph subsection (a) and paragraph 9.1(eor Section 9.1(d)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) twenty consecutive days after the earlier of (1) the date upon which any Authorized Officer receipt of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure thereof from the Program Agent or any PurchaserManaging Agent, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such or a Seller Party obtains Party’s Responsible Officer’s actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaserthereof. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (except 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 standard in this subsection (b) an Amortization Event shall not apply occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (g), (i), (j), (r), (s), (t), (u) or (w) of Section 5.1 with respect to any Receivable or Related Security if either (i) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such representation Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or warranty which is qualified by (ii) the aggregate of the Investor Interests does not exceed 100% after a materiality standard by its terms)recalculation of the Investor Interests excluding such Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance and Seller has made the payment required by, and in accordance with, Section 2.8. (c) Failure of Seller to pay any Indebtedness when due or the failure of the Servicer due, giving effect to any applicable grace periods. (d) Any Seller Party or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in clauses (i) or clause (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of at the end of any calendar month: Monthly Period, (i) the average of the Dilution Ratios as of the end of for such calendar month Monthly Period and the two preceding calendar months Monthly Periods shall exceed [o]%; 1.0% (ii) the average of the Delinquency Ratios as of the end of for such calendar month Monthly Period and the two preceding calendar months Monthly Periods shall exceed [o]%; 3.0%, or (iii) the average of the Default Loss Ratios as of the end of for such calendar month Monthly Period and the two preceding calendar months Monthly Periods shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%5.0%. (gf) A Change of Control shall occur. (ig) A Material Adverse Effect shall occur. (h) One or more final judgments for the payment of money shall be entered against Seller judgments, decrees, arbitration or (iibinding mediation award(s) one or more final judgments and/or settlement(s) for the payment of money in an amount in excess of $10,000,000, individually or 100,000 in the aggregate, aggregate shall be entered against Seller, and either (i) within thirty (30) days from the Servicer later of (A) the entry of any such judgment or decree or the Originator date of any such award or settlement (as applicable) and (B) the date any payment is required to be made on claims or with respect to any such judgment, decree, award or settlement pursuant to the terms thereof, the same shall not covered have been paid, discharged or vacated, or in the case of a judgment, decree or award, stayed pending appeal, or shall not have been discharged or vacated within thirty (30) days from the entry of a final order of affirmance on appeal or (ii) enforcement proceedings shall be commenced by insurance any creditor on any such judgment, decree, award or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of executionsettlement. (i) (i) The "“Termination Date" ” under and as defined in the Receivables either Sale Agreement shall occur under such Sale Agreement, (ii) the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Finance LLC under the First Tier Sale Agreement Agreement, or Originator (iii) Finance LLC 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 Second Tier Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Agent for the benefit of the Purchasers Investors shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection AccountsLock-Boxes, Blocked Accounts and all agreements related thereto. (k) MetEd shall (i) fail With respect to maintain a Fixed Charge Ratio (determined as any day, the aggregate of the last day of each fiscal quarter) of at least 2.00 to 1.00 Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 2.2, if applicable, or otherwise by an increase in the Net Receivable Pool Balance or the Collection Account Amount or a reduction in the Aggregate Capital not later than the next following Business Day (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on or, if such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have is not Business Day, by not later than the meanings set forth in Exhibit XIIIsecond following Business Day). (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any any Seller Party shall fail: (i) fail to make any payment or deposit deposit: (i) of Invested Amount when required hereunder to be made by it under the Transaction Documents (except any such payment required by Section 2.5); or under (ii) of any other Recourse Obligation or amount not covered by clause (i) when required to be made by it under the Transaction Document in respect of Capital when due Documents and such failure continues for one three (13) Business Day; (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) 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) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any any representation, warranty, certification or statement made by any Seller Party in this Agreement, Agreement or 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 materially incorrect in any material respect when made or deemed made (except that the materiality standard in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms).made; or (c) Failure of any Seller to pay any Indebtedness when due or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the Party shall default by such Person in the performance of any term, provision covenant or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid indemnity (other than those covered by clause (a) above) under any Transaction Document and, (i) except in the case of each clause of Section 7.1(a)(iv), Section 7.2 (other than Section 7.2(b)) and Section 8.7, such default shall continue uncured for a regularly scheduled paymentperiod of ten (10) prior days after a Responsible Officer has notice thereof or (ii) with respect to Section 8.7, such default shall continue uncured for a period of one (1) Business Day; or (d) any Event of Bankruptcy shall occur with respect to any Seller Party or any Material Subsidiary of such Seller Party; or (e) the date Administrative Agent, as agent for the Purchasers, shall, for any reason (other than as a result of maturity thereof.the gross negligence or willful misconduct of one of the Agents or Purchasers), 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 (f) a Servicer Default shall have occurred; or (g) the Purchase Termination Date shall have occurred under the Receivables Sale Agreement; or (h) any Seller Party shall enter into any transaction or merger which is reasonably likely to have a Material Adverse Effect; or (i) Any (i) the aggregate percentage computed in the definition of Receivable Interests exceeds 100% unless Seller Party, reduces the Collection Agent, Originator Aggregate Net Investment or increases the balance of the Eligible Receivables on or before three (3) Business Days after the earlier of (A) the date on which a Responsible Officer of Seller or any Servicer knew, or should have known, of such Person's Subsidiaries shall generally not pay its debts condition and (B) the date of delivery of the most recent Weekly Report or Monthly Report to the Agents, so as to reduce such debts become due percentage to less than or shall admit in writing its inability equal to pay its debts generally or shall make a general assignment for the benefit of creditors100%; or (ii) any proceeding the Aggregate Net Investment shall be instituted by or against any such Person or any of such Person's 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 exceed the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).Facility Limit; (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (fj) As of at the end of any calendar month: (i) the average of the Dilution Ratios as of for the end of such calendar month and the two preceding calendar three months then most recently ended shall exceed [o]%3.60%; (ii) the average of the Delinquency Ratios as of for the end of such calendar month and the two preceding calendar three months then most recently ended shall exceed [o]%;1.25%; or (iii) the average of the Default Ratios as of for the end of such calendar month and the two preceding calendar three months then most recently ended shall exceed [o]%0.80%; or (ivk) an Event of Default (as such term is defined in the average Credit Agreement) shall have occurred and be continuing under the Credit Agreement; or (l) a notice of Lien has been filed against Seller, any Originator or any Servicer under Section 412(n) of the Days Sales Outstanding Ratios as Code or Section 302(f) of the end of ERISA for a failure to make a required installment or other payment to a plan to which such calendar month and the two preceding calendar months shall exceed [o]%.provisions apply; or (gm) A Change of Control shall occur. (i) One a judgment or more final judgments order for the payment of money shall be entered rendered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Servicer or the 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 fifteen (15) consecutive days without a stay of execution.Seller; or (in) The "Termination Date" under and as defined any Originator or Seller Party shall challenge the enforceability of any Transaction Document or shall assert in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transferwriting, or cease engage in any action or inaction based on any such assertion, that any provision of any of the Transaction Documents has ceased to have the legal capacity to transfer, be or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except is not valid, binding and enforceable in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party of the Borrower Parties shall fail: (i) fail to make any payment or deposit required hereunder or to be made by it under any other the Transaction Document in respect of Capital Documents when due and such failure continues for one (1) Business Day; (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) 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) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and two (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause Business Days. (i) Any representation or warranty made by any of Section 7.1(c)the Borrower Parties in this Agreement or the Receivables Sale Agreement shall prove to have been incorrect in any material respect (solely in cases where such representation and warranty is not already qualified by materiality) or in any respect (in all other cases) when made or deemed made, ten (10ii) days after the earlier of any information contained in any Monthly Report or Weekly Report shall prove to have been incorrect in any material respect when made, or (1iii) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any representation, warranty, certification or statement (other than relating to projections or other forward-looking information) made by any Seller Party of the Borrower Parties in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto (other than in a Monthly Report or Weekly Report) shall prove to have been materially incorrect in any material respect when made or deemed made (except made; provided, that no such event shall constitute an Amortization Event if the materiality standard Borrower shall have timely paid to the Administrative Agent the Deemed Collection required to be paid as a result of such event in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms)accordance with Section 1.4. (c) Failure of Seller to pay any Indebtedness when due or the failure Any of the Servicer Borrower Parties shall fail to perform or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of observe any term, provision or condition covenant contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (iSection 7.1(a) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Servicer or the 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 fifteen (15) consecutive days without a stay of execution. (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its termsb), Section 7.2 or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.Section 8.5

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail: (i) to make any payment or deposit required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues for one (1) Business Day; (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) 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) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made (except that the materiality standard in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms). (c) Failure of Seller to pay any Indebtedness when due or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Servicer or the 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 fifteen (15) consecutive days without a stay of execution. (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd Penn Power shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event: (a) Any Seller Party shall fail”: (i) Seller shall fail to make any payment of Capital required to be paid by it under this Agreement or the Fee Letter; or (ii) Seller or the Servicer shall fail to make any payment or deposit required hereunder or under of any other Transaction Document amount required to be paid or deposited by it to the Administrative Agent or any of the Purchasers or Indemnified Parties under this Agreement or the Fee Letter and such failure under this clause (ii) continues for three (3) consecutive days after the date when the same was required to be made. (b) Any Seller Party shall fail to perform or observe any covenant contained in respect any provision of Capital when due Section 5.2 or Section 6.6 and such failure continues for one two (12) consecutive Business Day;Days after the date when the same is required to be performed. (iic) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) Business Days; or (iii) Any Seller Party shall fail to perform or observe any termother covenant, covenant agreement or agreement other obligation hereunder (other than as referred to in clauses (i) and (ii) another paragraph of this paragraph (aSection 7.1) and paragraph 9.1(e)) or any other Transaction Document to which it is a party and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after following the earlier to occur of (1i) notice from the Administrative Agent or any of the Purchasers of such non-performance or non-observance, or (ii) the date upon on which any Authorized Officer a Responsible Employee of such Seller Party obtains actual has knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent non-performance or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchasernon-observance. (bd) Any representation, warranty, certification or statement made by any Seller Party 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 materially incorrect when made or deemed made (except in any material respect; provided that to the materiality standard extent such false or misleading representation occurs under any of Section 3.1(i), Section 3.1(g), Section 3.1(h), Section 3.1(p), Section 3.1(q) or Section 3.1(s), no Amortization Event shall occur under this Section 7.1(d) if a Deemed Collection is applied to reduction of the Outstanding Balance of the affected Receivable(s) as provided in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms)Section 1.5. (ce) Failure of [Reserved] (i) Seller shall fail to pay any Indebtedness when due principal of or the failure premium or interest on any of the Servicer or the Originator to pay Indebtedness when due its Debt (other than Debt under this Agreement) in an amount in excess of $[20,000,000] 15,324, individually or in the aggregateaggregate which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or the default by such Person in the performance of any term, provision other event shall occur or condition contained in shall exist under any agreement under which or instrument relating to any such Indebtedness was created Debt and shall continue after the applicable grace period, if any, specified in such agreement or is governedinstrument, if the effect of which such event or condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturityDebt; or any such Indebtedness of such Person Debt shall be declared to be due and payable payable, or required to be prepaid (other than by a regularly scheduled paymentrequired prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (A) Except for Contingent Liabilities arising with respect to indemnification obligations of any Seller Party or its Subsidiaries (other than Seller) being contested in good faith by appropriate proceedings and for which such Seller Party or such Subsidiary maintains adequate reserves, any default shall occur under the terms applicable to any Debt of any Seller Party or any of its Subsidiaries (other than Seller) in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding $20,000,000 and such default shall (1) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (2) accelerate the maturity of such Debt or cause the holder or holders thereof, or any trustee or agent for such holder or holders to cause, such Debt to become due and payable (or require any Seller Party or any of its Subsidiaries (other than Seller) to purchase or redeem such Debt or post cash collateral in respect thereof) prior to its expressed maturity or (B) there occurs under any Swap Contract (as defined in the date Senior Credit Agreement) an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of maturity thereofdefault under such Swap Contract as to which the Performance Guarantor or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (C) any Termination Event (as defined in such Swap Contract) under such Swap Contract as to which the Performance Guarantor or any Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the termination value or other amount owed by the Performance Guarantor or such Subsidiary (other than Seller) as a result thereof is greater than $20,000,000. (ig) Any An Event of Bankruptcy shall occur with respect to any Seller Party, the Collection Agent, Originator Party or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d)Originator. (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (fh) As of at the end of any calendar month: (i) the average of the Dilution Delinquency Ratios as of for the end of such calendar month and the two preceding calendar three months then most recently ended shall exceed [o]%5.00%; (ii) the average of the Delinquency Default Ratios as of for the end of such calendar month and the two preceding calendar three months then most recently ended shall exceed [o]%;2.75%; or (iii) the average of the Default Dilution Ratios as of for the end of such calendar month and the two preceding calendar three months then most recently ended shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%5.00%. (gi) A Change of Control shall occur. (i) One or more final judgments or orders for the payment of money (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) in an amount in excess of $15,324, individually or in the aggregate, shall be entered against Seller or (ii) one or more final judgments or orders for the payment of money (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $20,000,000 shall be rendered against any or all of the Performance Guarantor, the Servicer or any Originator and, in each of the foregoing cases described in clauses (i) and (ii) either (A) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders or (B) there shall be any period of thirty (30) consecutive days during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect. (i) An ERISA Event occurs which has resulted or would reasonably be expected to result in liability of any Seller Party under Title IV of ERISA or to the Pension Plan, Multiemployer Plan (as defined in the Senior Credit Agreement) or the PBGC in an aggregate amount in excess of $10,000,00020,000,000, individually or in the aggregate, shall be entered against (ii) the Servicer or any ERISA Affiliate fails to pay when due, after the Originator on claims not covered by insurance or as expiration of any applicable grace period, any installment payment with respect to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in effect for fifteen (15) consecutive days without a stay an aggregate amount in excess of execution$20,000,000. (l) Either (i) The "the “Termination Date" ” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or (ii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement, provided, however, that upon 30 days’ prior written notice, an Originator may cease to sell or contribute Receivables to Seller (and otherwise cease to be a party) under the Sale Agreement without causing an Amortization Event under this Agreement if such Originator has consolidated or merged with or into (or otherwise sold all or substantially all of its assets to) an Originator. (jm) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder. (n) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor other Seller Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest Security Interest under the applicable laws of the United States of America or any applicable state or territory thereof, in any material part of the Receivables, the Related Security and the or Collections with respect thereto and thereto, or, at any time after October 10, 2014, each of the Collection Accounts. (ko) MetEd The Internal Revenue Service shall (i) fail file notice of a lien with respect to maintain a Fixed Charge Ratio (determined as an amount in excess of $1,000,000 pursuant to Section 6323 of the last day of each fiscal quarter) of at least 2.00 Code with regard to 1.00 or (ii) permit the ratio (determined as any of the last day Receivables or Related Security and such lien shall not have been released or fully-secured with cash pledged to Seller (and collaterally assigned to the Administrative Agent for the benefit of each fiscal quarterthe Purchasers pursuant to this Agreement) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph within thirty (k30) shall have the meanings set forth in Exhibit XIIIdays. (lp) Any Periodic Report delivered on The PBGC shall file notice of a lien with respect to an amount in excess of $1,000,000 pursuant to Section 4068 of ERISA with respect to any of the Receivables or after [___], 2004 Related Security and such Lien shall fail not have been released or fully-secured with cash pledged to contain all Additional Reporting Informationthe Seller (and collaterally assigned to the Administrative Agent for the benefit of the Purchasers pursuant to this Agreement) within thirty (30) days.

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ai) Any Seller Party shall fail: (i) fail to make any payment or deposit of Capital required hereunder to be paid to the Administrative Agent or the Liberty Street Administrator for the benefit of any Purchaser under any other this Agreementany Transaction Document in respect of Capital when due and such failure under this clause (i) continues for one (1) Business Day; Day after the date when the same was required to be made; or (ii) any Seller Party shall fail to make any payment or deposit of any other amount required hereunder to be paid to a Purchaser, the Administrative Agent, the Liberty Street Administrator or an Indemnified Party under this Agreement or any other Transaction Document other than in respect of Capital to which it is a party and such failure under this clause (ii) continues for five two (52) Business Days; orDays after the date when the same was required to be made. (iiib) Any Seller Party shall fail to perform or observe any termcovenant contained in any provision of Section 5.1(b)(vi), covenant Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or Section 6.6 (and, (i) in the case of Section 6.6 only, such failure continues for two (2) Business Days after the date when the same was required to be performed and (ii) in the case of Section 5.1(b)(vi) and Section 5.1(i)(vi) only, such failure continues for ten (10) Business Days after the date when the same was required to be performed). (c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in clauses (i) and (ii) another paragraph of this paragraph (aSection 7.1) and paragraph 9.1(e)) or any other Transaction Document to which it is a party and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after consecutive Business Days following the earlier to occur of (1i) notice from the Administrative Agent, the Liberty Street Administrator or any Purchaser of such non-performance or non-observance, or (ii) the date upon on which any an Authorized Officer of such Seller Party obtains actual knowledge otherwise becomes aware of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent non-performance or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchasernon-observance. (bd) Any representation, warranty, certification or statement made by any Seller Party 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 materially incorrect when made or deemed made (except in any material respect; provided that the materiality standard threshold in this subsection (b) shall not apply be applicable with respect to any such representation or warranty which is qualified by itself contains a materiality standard by its terms)threshold; provided further that in the case of Section 3.1(v) only, such failure continues for one (1) Business Day after the date when the representation, warranty, certification or statement was required to be made. (ce) Failure On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, an Investment Excess shall exist and be continuing for one (1) Business Day after such Settlement Date. (i) Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] applicable grace period, if any, specified in the aggregateagreement or instrument relating to such Indebtedness; or the default by such Person in the performance of any term, provision other event shall occur or condition contained in shall exist under any agreement under which or instrument relating to any such Indebtedness was created and shall continue after the applicable grace period, if any, specified in such agreement or is governedinstrument, if the effect of which such event or condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturityIndebtedness; or any such Indebtedness of such Person shall be declared to be due and payable payable, or required to be prepaid (other than by a regularly scheduled payment) required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the date stated maturity thereof; or (ii) Performance Guarantor or any Originator shall fail to pay any principal of or premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof. (i) Any Seller Party, the Collection Agent, any Originator or any of such Person's Subsidiaries other Material Subsidiary shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or ; (ii) any proceeding shall be instituted by Seller seeking to adjudicate it bankrupt or against insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any such Person law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of such Person's Subsidiaries its property; (iii) any proceeding shall be instituted against Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any unless such proceeding instituted against it (but not instituted is consented to or acquiesced in by it)Seller, such proceeding shall remain undismissed of the type described in this clause (iii) remains undismissed, unvacated or unstayed for a period of 60 sixty (60) days; (iv) (A) any proceeding shall be instituted by Performance Guarantor, Servicer, any Originator or any Material Subsidiary (other than Seller) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of the actions sought in such proceeding (includingdebtors, without limitation, or seeking the entry of an order for relief against, or the appointment of a receiver, trustee, custodian trustee or other similar official for, for it or for any substantial part of its property) shall occur; , or (iiiB) any such Person proceeding shall be instituted against any Performance Guarantor, Servicer, any Originator or any Material Subsidiary (other than Seller) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, unless such Person's Subsidiaries proceeding is consented to or acquiesced in by Performance Guarantor, Servicer, such Originator or such Material Subsidiary, such proceeding of the type described in this clause (B) remains undismissed, unvacated or unstayed for a period of sixty (60) days; or (v) Any Seller Party, any Originator or any Material Subsidiary shall take any corporate action to authorize any of the actions set forth in clauses (i), (ii) or (iiiv) above in this subsection (dg). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (fh) As of at the end of any calendar month: (i) the average of the Dilution Delinquency Ratios as of for the end of such calendar month and the two preceding calendar three months then most recently ended shall exceed [o]%5.00%; (ii) the average of the Delinquency Default Ratios as of for the end of such calendar month and the two preceding calendar three months then most recently ended shall exceed [o]%;4.00%; or (iii) the average of the Default Dilution Ratios as of for the end of such calendar month and the two preceding calendar three months then most recently ended shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%8.00%. (gi) A Change of Control shall occur. (j) (i) One or more final judgments for the payment of money in an amount in excess of $14,425, individually or in the aggregate, shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Performance Guarantor, Servicer or the 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 fifteen thirty (1530) consecutive days without a stay of execution. (k) Either (i) The "the “Termination Date" ” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement with respect to any Material Originator or (ii) any Material Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (jl) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder. (m) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor Originator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Lock-Box Accounts. (kn) MetEd The Internal Revenue Service shall (i) fail file notice of a lien pursuant to maintain a Fixed Charge Ratio (determined as Section 6323 of the last day of each fiscal quarter) of at least 2.00 Tax Code with regard to 1.00 or (ii) permit the ratio (determined as any of the last day of each fiscal quarter) of Consolidated Debt on Receivables or Related Security and such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph lien shall not have been released within ten (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.10)

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party shall fail: fail (i) to make any payment or deposit required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues for one (1) two Business Day; Days, (ii) in the case of Servicer, to make deliver any payment report required to be delivered pursuant to Section 8.5 when due and such failure, if it is caused by a Force Majeure Event, continues for two Business Days, (iii) to perform or deposit required hereunder observe any term, covenant or under any other Transaction Document agreement contained in Section 7.1(b), 7.1(c), 7.1(h)-(k) and (n), Section 7.2, Section 9.1 (other than as referred to in clause (i) or (ii) of this subsection (a) or Section 9.1(d)) and with respect of Capital to Servicer only, Section 8.2(b), and such failure continues shall continue for five (5) consecutive Business Days; or Days after the earlier of receipt of written notice thereof from the Program Agent or any Managing Agent, or a Seller Party’s Responsible Officer’s actual knowledge thereof or (iii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clauses clause (i) and or (ii) of this paragraph subsection (a) and paragraph 9.1(eor Section 9.1(d)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) twenty consecutive days after the earlier of (1) the date upon which any Authorized Officer receipt of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure thereof from the Program Agent or any PurchaserManaging Agent, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such or a Seller Party obtains Party’s Responsible Officer’s actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaserthereof. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially (i) with respect to any representations, warranties, certifications or statements which contain a materiality qualifier, incorrect in any respect when made or deemed made and (except 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 standard in this subsection (b) an Amortization Event shall not apply occur in connection with a breach (including with respect to delivery of reports or other information) of any of the representations in paragraphs (g), (i), (j), (r), (s), (t), (u) or (w) of Section 5.1 with respect to any Receivable or Related Security if either (i) the aggregate of the Investor Interests does not exceed 100% after a recalculation of the Investor Interests excluding such representation Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance or warranty which is qualified by (ii) the aggregate of the Investor Interests does not exceed 100% after a materiality standard by its terms)recalculation of the Investor Interests excluding such Receivable and all Receivables, if any, related to such Related Security from the Net Receivable Pool Balance and Seller has made the payment required by, and in accordance with, Section 2.8. (c) Failure of Seller to pay any Indebtedness when due or the failure of the Servicer due, giving effect to any applicable grace periods. (d) Any Seller Party or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth in clauses (i) or clause (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of at the end of any calendar month: Monthly Period, (i) the average of the Dilution Ratios as of the end of for such calendar month Monthly Period and the two preceding calendar months Monthly Periods shall exceed [o]%; 0.30% (ii) the average of the Delinquency Ratios as of the end of for such calendar month Monthly Period and the two preceding calendar months Monthly Periods shall exceed [o]%; 3.50%, or (iii) the average of the Default Loss Ratios as of the end of for such calendar month Monthly Period and the two preceding calendar months Monthly Periods shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%2.50%. (gf) A Change of Control shall occur. (ig) A Material Adverse Effect shall occur. (h) One or more final judgments for the payment of money shall be entered against Seller judgments, decrees, arbitration or (iibinding mediation award(s) one or more final judgments and/or settlement(s) for the payment of money in an amount in excess of $10,000,000, individually or 100,000 in the aggregate, aggregate shall be entered against Seller, and either (i) within thirty (30) days from the Servicer later of (A) the entry of any such judgment or decree or the Originator date of any such award or settlement (as applicable) and (B) the date any payment is required to be made on claims or with respect to any such judgment, decree, award or settlement pursuant to the terms thereof, the same shall not covered have been paid, discharged or vacated, or in the case of a judgment, decree or award, stayed pending appeal, or shall not have been discharged or vacated within thirty (30) days from the entry of a final order of affirmance on appeal or (ii) enforcement proceedings shall be commenced by insurance any creditor on any such judgment, decree, award or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of executionsettlement. (i) (i) The "“Termination Date" ” under and as defined in the Receivables either Sale Agreement shall occur under such Sale Agreement, (ii) the Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Finance LLC under the First Tier Sale Agreement Agreement, or Originator (iii) Finance LLC 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 Second Tier Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Program Agent for the benefit of the Purchasers Investors shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection AccountsLock-Boxes, Blocked Accounts and all agreements related thereto. (k) MetEd shall (i) fail With respect to maintain a Fixed Charge Ratio (determined as any day, the aggregate of the last day of each fiscal quarter) of at least 2.00 to 1.00 Investor Interests exceeds 100%; provided that such event shall not constitute an Amortization Event if such excess shall have been cured by a Special Adjustment Payment made in accordance with Section 2.2, if applicable, or otherwise by an increase in the Net Receivable Pool Balance or the Collection Account Amount or a reduction in the Aggregate Capital not later than the next following Business Day (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on or, if such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have is not Business Day, by not later than the meanings set forth in Exhibit XIIIsecond following Business Day). (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an "Amortization Event": (a) Any Seller Party shall fail: (i) to make any payment or deposit required hereunder when due and, for any such payment or under any other Transaction Document deposit which is not in respect of Capital when due and Capital, such failure continues for one two (12) Business Day;Days, or to perform or observe any term, covenant or agreement set forth in Section 7.1(a), (b), (c)(ii)(A), (j), (n) or (o) or Section 7.2, and, with respect to Servicer only, Section 8.2(b) and Section 8.5, (ii) to make perform or observe any payment term, covenant or deposit required hereunder agreement set forth in Section 7.1(d), (g), (h) or under any other Transaction Document other than in respect of Capital (i) and such failure continues shall continue for five (5) consecutive Business Days; orDays after the earlier of (A) any Seller Party obtains knowledge thereof or (B) the Agent delivers written notice thereof, (iii) to perform or observe any other term, covenant or agreement hereunder (other than as referred to in clauses (i) and (ii) of this paragraph subsection (a) and paragraph Section 9.1(e)) or any other Transaction Document and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) consecutive days after the earlier of (1A) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent thereof or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives Agent delivers written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser.thereof, (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when false on the date as of which made or deemed made (except that the materiality standard in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms)made. (c) Failure of Seller to pay any Indebtedness when due or the failure of the Servicer any other Seller Party (or the Originator PSE at any time when PSE is not acting as Servicer) to pay Indebtedness when due in excess of $[20,000,000] 25,000,000 in the aggregate; or the default by such Person any Seller Party (or PSE at any time when PSE is not acting as Servicer) in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person any Seller Party (or PSE at any time when PSE is not acting as Servicer) shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator Party (or PSE at any time when PSE is not acting as Servicer) or any of such Person's its Significant Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person Seller Party (or PSE at any time when PSE is not acting as Servicer) or any of such Person's its Significant Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person Seller Party (or PSE at any time when PSE is not acting as Servicer) or any of such Person's its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein)2.6 hereof. (f) As of the last day of any fiscal quarter of PSE, the aggregate outstanding principal amount of all Consolidated Indebtedness exceeds 65% of Total Capitalization as of the last day of such fiscal quarter. (g) As of the last day of any fiscal quarter of PSE for the period of four consecutive fiscal quarters of PSE ending on such day, the ratio of (i) EBIT for such period to (ii) consolidated interest expense of PSE and its Subsidiaries for such period shall be less than (a) 1.75 to 1.0 for the fiscal quarter ending December 31, 2002 and (b) 2.0 to 1.0 thereafter. (h) As at the end of any calendar month:, (a) the three month average Dilution Ratio shall exceed 1.50%, (b) the three month average Default Ratio shall exceed 7.00%, (c) the three month average Past Due Ratio shall exceed 4.50%, or (d) the three month average Days Sales Outstanding Ratio shall exceed 60 days. (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months Report Completion Date shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%fail to occur on or before April 30, 2003. (gj) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,00025,000,000, individually or in the aggregate, shall be entered against the Servicer or the 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 fifteen (15) consecutive 60 days without a stay of execution. (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any of the Seller Party Parties or Performance Guarantor shall fail: fail (i) to make any payment or deposit required hereunder to be made by it under the Transaction Documents when due and, for any such payment or under any other Transaction Document deposit which is not in respect of Capital when due and any portion of the Aggregate Invested Amount, such failure continues for one (1) Business Day; , or (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) Business Days; or (iii) to perform or observe any term, other covenant or agreement hereunder under any Transaction Documents (other than as referred to described in clauses clause (i) and (ii) of this above or paragraph (ac) and paragraph 9.1(e)below) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) consecutive Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any PurchaserDays. (b) Any representation, warranty, certification or statement made by Performance Guarantor or any of the Seller Party Parties in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been materially incorrect when made or deemed made made; provided, that no such event shall constitute an Amortization Event unless such event is unremedied for a period of ten (except 10) days after the earlier to occur of (i) written notice thereof shall have been given by the Agent to such Seller Party or (ii) an Authorized Officer of such Seller Party shall have actual knowledge thereof or should have had knowledge thereof if such Authorized Officer had exercised reasonable care in the performance of his or her duties; provided, further, that the materiality standard in this subsection (b) no grace period shall not apply to any Section 5.1(f), 5.1(i), 5.1(j), 5.1(n), 5.1(p), 5.1(u) or 5.1(v); and provided, further, no such representation or warranty which is qualified by event shall constitute an Amortization Event if the Seller shall have timely paid to the Agent the Deemed Collection required to be paid as a materiality standard by its termsresult of such event in accordance with Section 1.4(a). (c) Any of the Seller Parties shall fail to perform or observe any covenant contained in Section 7.1(h)(ii), Section 7.2 or Section 8.5. (d) Failure of the Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person the Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person the Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (ie) Any Seller Party, the Collection Agent, Originator Failure of Performance Guarantor or Vitro America or any of such Person's their respective Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability other than the Seller to pay its debts generally or shall make a general assignment for the benefit Indebtedness in excess of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, $10,000,000 in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, the Performance Guarantor or any of its Subsidiaries or $1,000,000 in the actions sought in such proceeding (including, without limitation, the entry case of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person Vitro America or any of such Person's its Subsidiaries shall take in aggregate principal amount (in each case, hereinafter, "Material Indebtedness") when due (after giving effect to any corporate action to authorize applicable grace periods with respect thereto); or the default by Performance Guarantor, Vitro America or any of its Subsidiaries other than the actions set forth Seller in clauses (i) the performance of any term, provision or (ii) above condition contained in this subsection (d). (e) any agreement under which any Material Indebtedness was created or is governed if the effect of such default is to cause, or to permit the holder of such Material Indebtedness to cause such Material Indebtedness to become due and payable prior to the date of maturity thereof; or any Material Indebtedness of Performance Guarantor, Vitro America or any of their respective Subsidiaries other than the Seller shall fail be declared to comply with the terms of Section 2.7 hereof be due and payable or required to be prepaid (subject other than by a regularly scheduled payment) prior to the grace periods set forth therein)date of maturity thereof. (f) An Event of Bankruptcy shall occur with respect to Performance Guarantor, any Seller Party or any of their respective Subsidiaries. (g) As of at the end of any calendar monthCalculation Period: (i) the three-month rolling average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months Delinquency Ratio shall exceed [o]%;4.00%, (ii) the three-month rolling average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months Default Ratio shall exceed [o]%;4.75%, (iii) the three-month rolling average of the Default Ratios as of the end of such calendar month and the two preceding calendar months Dilution Ratio shall exceed [o]%; or4.00%, (iv) the average of Loss-to-Liquidation Ratio for the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months most recently completed Calculation Period shall exceed [o]%4.00%, or (v) the three-month rolling average Turnover Ratio shall exceed 70 days. (gh) A Change of Control shall occur. (i) (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,00010,000,000 in the case of the Performance Guarantor or any of its Subsidiaries or in excess of $1,000,000 in the case of Vitro America or any of its Subsidiaries, individually or in the aggregate, shall be entered against Performance Guarantor, Vitro America or any of their respective Subsidiaries (other than the Servicer or the Originator Seller) 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 fifteen forty-five (1545) consecutive days without a stay of execution. (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (ai) Any Seller Party shall fail: (i) fail to make any payment or deposit of Capital required hereunder to be paid to the Administrative Agent or the Liberty Street Administratoror deposited for the benefit of any PurchaserInvestor Party under any other Transaction Document in respect of Capital when due and such failure under this clause (i) continues for one (1) Business Day; Day after the date when the same was required to be made; or (ii) any Seller Party shall fail to make any payment or deposit of any other amount required hereunder to be paid to a Purchaser, the Administrative Agent, the Liberty Street Administrator or anor for the benefit of any Investor Party or Indemnified Party under this Agreement or any other Transaction Document other than in respect of Capital to which it is a party and such failure under this clause (ii) continues for five two (52) Business Days; orDays after the date when the same was required to be made. (iiib) Any Seller Party shall fail to perform or observe any termcovenant contained in any provision of Section 5.1(b)(vi), covenant Section 5.1(i)(vi), Section 5.2, Section 6.2(c) or Section 6.6 (and, (i) in the case of Section 6.6 only, such failure continues for two (2) Business Days after the date when the same was required to be performed and (ii) in the case of Section 5.1(b)(vi) and Section 5.1(i)(vi) only, such failure continues for ten (10) Business Days after the date when the same was required to be performed). (c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in clauses (i) and (ii) another paragraph of this paragraph (aSection 7.1) and paragraph 9.1(e)) or any other Transaction Document to which it is a party and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after consecutive Business Days following the earlier to occur of (1i) notice from the Administrative Agent, the Liberty Street Administrator or any Purchaserany Investor Party of such non-performance or non-observance, or (ii) the date upon on which any an Authorized Officer of such Seller Party obtains actual knowledge otherwise becomes aware of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent non-performance or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchasernon-observance. (bd) Any representation, warranty, certification or statement made by any Seller Party 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 materially incorrect when made or deemed made (except in any material respect; provided that the materiality standard threshold in this subsection (b) shall not apply be applicable with respect to any such representation or warranty which is qualified by itself contains a materiality standard by its terms)threshold; provided further that in the case of Section 3.1(v) only, such failure continues for one (1) Business Day after the date when the representation, warranty, certification or statement was required to be made. (ce) Failure On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, an Investment Excess shall exist and be continuing for one (1) Business Day after such Settlement Date. (f) (i) The Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] applicable grace period, if any, specified in the aggregateagreement or instrument relating to such Indebtedness; or the default by such Person in the performance of any term, provision other event shall occur or condition contained in shall exist under any agreement under which or instrument relating to any such Indebtedness was created and shall continue after the applicable grace period, if any, specified in such agreement or is governedinstrument, if the effect of which such event or condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturityIndebtedness; or any such Indebtedness of such Person shall be declared to be due and payable payable, or required to be prepaid (other than by a regularly scheduled payment) required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the date of stated maturity thereof. (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Servicer or the 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 fifteen (15) consecutive days without a stay of execution. (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Transaction Party or PMC shall fail: fail (i) to make any payment or deposit of any amount consisting of Aggregate Principal, Interest or CP Costs required hereunder or under any other Transaction Document in respect of Capital when due and such failure continues shall continue unremedied for one (1) Business Day; Day or (ii) to make any payment or deposit required hereunder or under of any other amount required to be made by it under the Transaction Document other than in respect of Capital Documents when due and such failure continues shall continue unremedied for five two (52) 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) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any representation, warranty, certification or statement made by any Seller Transaction Party or PMC 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 materially incorrect when made or deemed made (except made; provided, that the materiality standard in this subsection (b) shall not apply to a breach of any such representation or warranty which is qualified made by a materiality standard the Borrower with respect to one or more Loans pursuant to Section 8.4 shall not constitute an Amortization Event hereunder if the Borrower causes PMC to comply with Section 8.4 by its terms).either (i) curing such breach, (ii) purchasing such Pool Loan from the Borrower at the applicable Purchase Price in accordance with Section 8.3 or (iii) substituting an Eligible Substitute Loan for such Loan in accordance with Section 8.5; or (c) Any Transaction Party or PMC shall fail to perform or observe any covenant or agreement (i) set forth in Section 7.1(a)(iv), 7.1(a)(vi), 7.1(a)(viii), 7.1(c), 7.1(e) or 7.1(m) and such failure shall continue for thirty (30) consecutive days or (ii) under any Transaction Document (other than as referred to in clause (i) of this paragraph (c) or Section 9.1(a)) and such failure shall continue unremedied for five (5) Business Days; or (d) Failure of Seller the Borrower to pay any Indebtedness (other than the Obligations) when due or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person the Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.; or (i) Any Seller PartyPMC fails to make any payment in respect of any Indebtedness of PMC when due, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by default or against other event or condition occurs or exists beyond the applicable grace or cure period, the effect of which is to permit any such Person holder of Indebtedness of PMC to cause (whether or not it elects to cause) any of such Person's Subsidiaries seeking Indebtedness to adjudicate it bankrupt become due before its stated maturity or insolventregularly scheduled payment dates, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action Indebtedness is declared to authorize any of the actions set forth in clauses (i) be due and payable or (ii) above in this subsection (d). (e) Seller shall fail required to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein).be prepaid by PMC before its stated maturity; or (f) As An Event of the end of Bankruptcy shall occur with respect to any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%Transaction Party or PMC; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%. (g) A Change of Control shall occur.occur with respect to any Transaction Party or PMC; or (i) One or more final judgments for the payment of money shall be entered against Seller Borrower or (ii) PMC fails, within 10 days after entry, to pay, bond, or otherwise discharge any one or more final judgments or orders for the payment of money in an amount (not paid or fully covered by insurance) in excess of $10,000,000, 1,000,000 (individually or in the aggregate, shall be entered against the Servicer collectively) or the Originator equivalent thereof in another currency or currencies, or any warrant of attachment, sequestration, or similar proceeding against PMC's assets having a value (individually or collectively) of $1,000,000 or the equivalent thereof in another currency or currencies, which is not either (a) stayed on claims not covered appeals; (b) being diligently contested in good faith by insurance appropriate proceedings with adequate reserves having been set aside on the books of PMC in accordance with GAAP, or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for fifteen (15c) consecutive days without dismissed by a stay court of execution.competent jurisdiction; or (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale This Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement other Transaction Document shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Sellerthe Borrower, the Servicer or PMC, or any Obligor of the Borrower, the Servicer or PMC shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the enforceability thereof; or (j) The Agent for the benefit of the Purchasers Lenders shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.Collateral; or

Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”: (a) Any Seller Party The Borrower shall fail: fail to (i) to make pay any payment or deposit required hereunder or under any other Transaction Document in respect of Capital Aggregate Revolving Principal when due and such failure continues for one (1) Business Day; or (ii) any Interest on the Aggregate Revolving Principal, any Shortfall Interest, any Unused Facility Fees or any Fees within three Business Days after the date such Shortfall Interest, Interest, Unused Facility Fees or Fee is due; or (b) Any Trinseo Party shall fail to make any payment or deposit required hereunder or under pay any other Transaction Document obligation (other than one referred to in clause (a) above) payable by it pursuant to this Agreement or any of the other Transaction Documents within three Business Days after written notice to the Borrower and Investment Manager by the Administrative Agent that such amount is due; or (c) Any representation or warranty made by the Borrower or any Trinseo Party under this Agreement or any of the other Transaction Documents or any written statement made by any Trinseo Party or the Borrower in any financial statement, certificate, report, exhibit or document furnished by such party to the Administrative Agent or any Lender pursuant to this Agreement or the other Transaction Documents shall prove to have been false in any material respect as of Capital the time made and such failure continues false representation, warranty or certification (if curable, including by the repurchase of any Receivable in accordance with the applicable Purchase and Sale Agreement) shall remain incorrect for five (5) a period of seven Business Days; or (iiii) to perform The Investment Manager or observe the Borrower shall default in the performance or observance of any termcovenant, covenant agreement or duty set forth in (A) Sections 5.1(f)(iv), 5.1(k)(i) or 5.1(m) and such default shall continue for a period of three Business Days or (B) Sections 5.1(n), 5.1(s), 5.1(u), 5.1(y) or 5.2 of this Agreement or (ii) the applicable Originator or the U.S. Intermediate Transferor, as applicable, shall default in the performance or observance of any covenant, agreement hereunder or duty set forth in (other than as referred to in clauses A) Section 4.3(g) or (i) of the U.S. Purchase and Sale Agreement, (iiB) Section 4.3(g) or (i) of the U.S. Intermediate Transfer Agreement, (C) Section 4.3(g) or (h) of the German Purchase and Sale Agreement, (D) Section 4.3(h) or (i) of the Swiss Purchase and Sale Agreement, (E) Section 4.3(h) or (i) of the Dutch Purchase and Sale Agreement (Swiss Law) or (F) Section 4.3(h) or (i) of the Dutch Purchase and Sale Agreement (New York Law); (e) The Investment Manager or the Borrower shall default in the performance or observance of any covenant, agreement or duty set forth Section 5.1(g)(ii) of this paragraph Agreement; provided that if the underlying default does not result in a material adverse impact to the Lenders’ enforcement rights with respect to the Collateral, no Amortization Event shall occur if the underlying default is cured within the time period permitted under this Agreement; or (af) and paragraph 9.1(e)The Borrower or any Trinseo Party shall default in the performance or observance of any other covenant, agreement or duty under this Agreement or any other Transaction Document (not constituting an Amortization Event under any other provision of this Section 7.1) and such failure default shall continue for (A) in the case a period of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) 30 consecutive days after the earlier of (1) the date upon on which any Authorized a Responsible Officer of such Seller Party obtains actual knowledge the Investment Manager or Borrower becomes aware of such failure and (2) the date upon which such Seller Party receives default or written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause (i) of Section 7.1(c), ten (10) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto thereof shall prove to have been materially incorrect when made or deemed made (except that the materiality standard in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms). (c) Failure of Seller to pay any Indebtedness when due or the failure of the Servicer or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior given to the date of maturity thereof. (i) Any Seller Party, Borrower and Investment Manager by the Collection Administrative Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in 95,000,000 (to the aggregate, shall be entered against the Servicer or the Originator on claims extent not covered by independent third-party insurance or as to which the insurance carrier insurer has denied its responsibility, and been notified of such judgment or order and has not denied coverage thereof) shall continue unsatisfied have been entered against the Borrower or a Trinseo Party and shall remain undischarged or unstayed for a period of 60 consecutive days, it being understood that any Court order approving the transactions in effect for fifteen the Restructuring Support Agreement shall not be deemed to breach this provision; or (15h) consecutive days without a stay The Borrower shall be required to register as an “investment company” within the meaning of execution.the Investment Company Act; or (i) The "Termination Date" under and as defined Any Insolvency Proceeding shall be instituted by or against the Borrower or the U.S. Intermediate Transferor, or any Insolvency Proceeding (other than the Chapter 11 Cases or any other Insolvency Proceeding contemplated by the Restructuring Support Agreement or reasonably necessary or desirable to consummate the transactions in the Receivables Sale Agreement Restructuring Support Agreement) shall occur be instituted by or against any of the Trinseo Parties; provided that the commencement and continuation of the Chapter 11 Cases by the Debtors shall not, in and of itself, constitute an Amortization Event under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement.this clause (i); or (j) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Sellerthe Borrower or the Investment Manager; or (k) Any Purchase and Sale Agreement or Servicing Agreement shall terminate as to any Originator or Servicer (or the U.S. Intermediate Transfer Agreement shall terminate as to the U.S. Intermediate Transferor) without the prior written consent of the Requisite Lenders, or any Obligor shall directly cease to be effective or indirectly contest in any manner such effectiveness, validityto be the legally valid, binding nature or enforceability, or the and enforceable obligation of any party thereto; or (l) The Collateral Agent for the benefit of the Purchasers Secured Parties shall cease to have a valid and perfected first priority security interest Security Interest in any material portion of the Pool Receivables, the Related Security and the or Collections with respect thereto, or any Collection Account (or the Borrower, a Trinseo Party or a creditor shall so allege in any pleading filed in any court); or (m) The Borrower and its assigns shall cease to have a valid and perfected first priority ownership interest and Security Interest in any material portion of the Pool Receivables, together with the Collections and, to the extent set forth in each applicable Purchase and Sale Agreement and U.S. Intermediate Transfer Agreement, the Related Security with respect thereto or any of the other Collateral, free and the Collection Accountsclear of any Adverse Claim (other than Permitted Liens). (kn) MetEd shall (i) The Parent Guarantor or any of its Subsidiaries individually or in the aggregate, shall fail to maintain a Fixed Charge Ratio make any payment when due (determined as whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any DIP Credit Agreement or any DIP Facility, in each case beyond the last day of each fiscal quarter) of at least 2.00 to 1.00 applicable grace period with respect thereto if any; or (ii) permit the ratio (determined as Parent Guarantor or any of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 its Subsidiaries shall fail to contain all Additional Reporting Information.observe or perform any other agreement or condition relating to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (other than any such failure arising as a result of the commencement of the Chapter 11 Cases or any stay or injunction imposed thereby), including under any DIP Credit Agreement or any DIP Facility, or any other event occurs (x) and such event described in this clause (ii) continues for a period of 30 consecutive days or (y) if earlier, the effect of which default or other event described in this clause (ii) is to cause such Material Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity;

Amortization Events. The occurrence of any one or more of the following events shall constitute an Amortization Event: (a) Any Seller Party of the Borrower Parties shall fail: (i) fail to make any payment or deposit required hereunder or to be made by it under any other the Transaction Document in respect of Capital Documents when due and such failure continues for one (1) Business Day; (ii) to make any payment or deposit required hereunder or under any other Transaction Document other than in respect of Capital and such failure continues for five (5) 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) and paragraph 9.1(e)) and such failure shall continue for (A) in the case of any covenant set forth in paragraphs (a)(viii), (b)(v), (e) or (k) of Section 7.1, thirty (30) days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and two (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser, (B) in the case of the covenant set forth in clause Business Days. (i) Any representation or warranty made by any of Section 7.1(c)the Borrower Parties in this Agreement or the Receivables Sale Agreement shall prove to have been incorrect in any material respect (solely in cases where such representation and warranty is not already qualified by materiality) or in any respect (in all other cases) when made or deemed made, ten (10ii) days after the earlier of any information contained in any Monthly Report or Weekly Report shall prove to have been incorrect in any material respect when made, or (1iii) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser and (C) except as provided in the preceding clauses (A) and (B), five (5) Business Days after the earlier of (1) the date upon which any Authorized Officer of such Seller Party obtains actual knowledge of such failure and (2) the date upon which such Seller Party receives written notice of such failure from the Agent or any Purchaser. (b) Any representation, warranty, certification or statement (other than relating to projections or other forward-looking information) made by any Seller Party of the Borrower Parties in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto (other than in a Monthly Report or Weekly Report) shall prove to have been materially incorrect in any material respect when made or deemed made (except made; provided, that no such event shall constitute an Amortization Event if the materiality standard Borrower shall have timely paid to the Agent the Deemed Collection required to be paid as a result of such event in this subsection (b) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms)accordance with Section 1.4. (c) Failure of Seller to pay any Indebtedness when due or the failure Any of the Servicer Borrower Parties shall fail to perform or the Originator to pay Indebtedness when due in excess of $[20,000,000] in the aggregate; or the default by such Person in the performance of observe any term, provision or condition covenant contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of such Person shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (i) Any Seller Party, the Collection Agent, Originator or any of such Person's Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any such Person or any of such Person's Subsidiaries seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) any such Person or any of such Person's Subsidiaries shall take any corporate action to authorize any of the actions set forth in clauses (iSection 7.1(a) or (ii) above in this subsection (d). (e) Seller shall fail to comply with the terms of Section 2.7 hereof (subject to the grace periods set forth therein). (f) As of the end of any calendar month: (i) the average of the Dilution Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (ii) the average of the Delinquency Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; (iii) the average of the Default Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%; or (iv) the average of the Days Sales Outstanding Ratios as of the end of such calendar month and the two preceding calendar months shall exceed [o]%. (g) A Change of Control shall occur. (i) One or more final judgments for the payment of money shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $10,000,000, individually or in the aggregate, shall be entered against the Servicer or the 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 fifteen (15) consecutive days without a stay of execution. (i) The "Termination Date" under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Receivables Sale Agreement. (j) This Agreement shall terminate in whole or in part (except in accordance with its termsb), Section 7.2 or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts. (k) MetEd shall (i) fail to maintain a Fixed Charge Ratio (determined as of the last day of each fiscal quarter) of at least 2.00 to 1.00 or (ii) permit the ratio (determined as of the last day of each fiscal quarter) of Consolidated Debt on such day to Total Capitalization on such day to exceed 0.65 to 1.00. Capitalized terms used in this paragraph (k) shall have the meanings set forth in Exhibit XIII. (l) Any Periodic Report delivered on or after [___], 2004 shall fail to contain all Additional Reporting Information.Section 8.5