Common use of Series Early Amortization Events Clause in Contracts

Series Early Amortization Events. If any one of the following events shall occur with respect to the Series [_____] Notes: (a) (i) failure on the part of Transferor to make any payment or deposit required to be made by it by the terms of the Second Tier Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly to observe or perform in any material respect any of its covenants or agreements set forth in the Second Tier Agreement (excluding matters addressed by clause (i) above), which failure has a material adverse effect on Series [_____] and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer or the Transferor, as applicable, by the Indenture Trustee, or to the Issuer, the Transferor and the Indenture Trustee by any Noteholder of the Series [_____] Notes; (b) any representation or warranty made by the Transferor in the Second Tier Agreement or by the Issuer in the Indenture and the Indenture Supplement or any information contained in an account schedule required to be delivered by the Transferor pursuant to [Section 2.1(c) or Section 2.6(c)] of the Second Tier Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of the same, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series [_____] Notes, and as a result of which the interests of Series [_____] are materially and adversely affected and continue to be materially and adversely affected for such period; provided, that a Series [_____] Early Amortization Event pursuant to this Section 6.1(b) shall not be deemed to have occurred hereunder if Transferor has accepted reassignment of the related Transferred Receivable or Transferred Receivables, if applicable, during such period in accordance with the provisions of the Second Tier Agreement; (c) a failure by Transferor under the Second Tier Agreement to convey Transferred Receivables in Additional Accounts (or to convey participations) to the Issuer when it is required to convey such Transferred Receivables (or to convey participations) pursuant to Section 2.6 of the Second Tier Agreement;

Series Early Amortization Events. If any one of the following events shall occur with respect to the Series [_____] Notes: (a) (i) Investor Certificates: failure on the part of Transferor the Transferor, the Originator, SRLP or the Parent (i) to make any payment or deposit required to be made by it by the terms of the Second Tier Agreement, this Supplement, the Class A Certificate Purchase Agreement, any Purchase Agreement or the Parent Undertaking Agreement, on or before the date occurring five (5) Business Days two days after the date such payment or deposit is required to be made therein herein or (ii) failure of the Transferor to duly to observe or perform in any material respect any covenant or agreement of its covenants the Transferor, SRLP, the Originator or agreements the Parent, as applicable, set forth in the Second Tier Agreement, this Supplement, the Class A Certificate Purchase Agreement, any Purchase Agreement (excluding matters addressed by clause (i) above)or the Parent Undertaking Agreement, which failure has a material adverse effect on Series [_____] and which continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer 15 days; or the Transferor, as applicable, by the Indenture Trustee, or to the Issuer, the Transferor and the Indenture Trustee by any Noteholder of the Series [_____] Notes; (b) any representation or warranty made by the Transferor Transferor, SRLP, the Originator or the Parent in the Second Tier Agreement, this Supplement, the Class A Certificate Purchase Agreement, any Purchase Agreement or by the Issuer in the Indenture and the Indenture Supplement Parent Undertaking Agreement, or any information contained in an account schedule a computer file required to be delivered by the Transferor pursuant to [Section 2.1(c) 2.1 or Section 2.6(c)] 2.6 of the Second Tier Agreement or by SRLP or the Originator pursuant to any parallel section of the applicable Purchase Agreement, shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of the same, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series [_____] Notes, and as a result of which the interests of Series [_____] are materially and adversely affected and continue to be materially and adversely affected for such period; provided, however, that a Series [_____] Early Amortization Event pursuant to this Section 6.1(b10(b) of this Supplement shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Transferred Receivable Receivable, or Transferred all of such Receivables, if applicable, during such period in accordance with the provisions of the Second Tier Agreement; ; or a Servicer Default shall occur or the Servicer shall have resigned and shall not have been replaced pursuant to the Agreement; or the Quarterly Excess Spread Percentage for any Distribution Date shall be lower than 1.00%; or the Quarterly Payment Rate for any Distribution Date shall be lower than 8.00%; or a Change of Control shall occur; or the Quarterly Dilution Ratio for any Due Period shall exceed 5.00%; or the Quarterly Charge-Off Ratio for any Due Period shall exceed 15.00%; or there shall have occurred any event which materially and adversely affects the collectibility of the Receivables or the ability of the Transferor to perform its duties and obligations under this Supplement or any other Transaction Document; or the "Purchase Termination Date" (cas defined therein) a failure by Transferor shall have occurred under the Second Tier SRLP Purchase Agreement, or any Purchase Agreement shall for any reason otherwise cease to convey Transferred Receivables be in Additional Accounts (full force and effect; or to convey participations) to the Issuer when it is required to convey Subordinated Transferor Invested Amount shall be less than the Required Enhancement Amount at any time, unless at such Transferred Receivables (or to convey participations) time the Transferor shall have given an Optional Amortization Notice pursuant to Section 2.6 4(b) of this Supplement specifying a Class A Optional Amortization Amount sufficient to cure such deficiency and such Class A Optional Amortization occurs no later than the third Business Day after the date of such Optional Amortization Notice; or a Cap Replacement Event shall have occurred or the Cap Requirement shall otherwise not be satisfied at any time (except solely to the extent that an event described in clause (i) of the Second Tier definition of Cap Replacement Event shall have occurred and the 30-day period described in clause (ii) of such definition shall not have elapsed); or the Receivables Shortfall Trigger Date shall occur;; or (i) any purchase of any Receivables or other Trust Assets by the Transferor under any Purchase Agreement shall cease to create a valid sale, transfer and assignment to the Transferor of all right, title and interest of the Originator or SRLP, as applicable, in and to such Trust Assets and the proceeds thereof, or (ii) any Conveyance of any Trust Asset on any date shall for any reason cease to create a valid and perfected first priority sale and assignment to the Trust of all right, title and interest of the Transferor in and to such Trust Assets and the proceeds thereof or, if such Conveyance does not constitute such a sale and assignment, cease to create a valid and perfected first priority security interest in such Trust Assets and the proceeds thereof, or (iii) the Investor Certificates delivered hereunder shall for any reason (other than due to the acts or omissions of the Investor Certificateholders) cease to evidence the transfer to the Investor Certificateholders of, or the Investor Certificateholders shall otherwise cease to have, a beneficial interest in a trust owning, or the Trustee on behalf of the Trust having a perfected first priority security interest in, the Trust Assets now existing and hereafter arising and the proceeds thereof to the extent of their respective Undivided Trust Interests; or any of the Parent, the Originator, SRLP or the Transferor shall fail to pay principal in respect of any Indebtedness of the Parent, the Originator, SRLP or the Transferor, as the case may be, that is outstanding (i) in a principal amount, either individually or in the aggregate, of at least $2,500,000, (ii) in the case of the Transferor, in any amount or (iii) in the case of any Indebtedness of the Parent under the Credit Agreement;, in any amount, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); or any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the holder or holders of such Indebtedness to accelerate, the maturity of such Indebtedness or otherwise to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to mature; or such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by regularly scheduled required prepayment or redemption) or purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or the Transferor Interest shall be less than the Aggregate Minimum Transferor Interest at any time; or the amount on deposit in the Excess Funding Account shall at any time exceed an amount equal to 5% of the aggregate amount of Principal Receivables in the Trust at such time; or the Transferor shall fail to comply with the following financial covenants (for the purposes of this clause (r) only, defined terms shall have the meanings ascribed to such terms in Annex A to this Supplement):

Series Early Amortization Events. If any one of the following events shall occur with respect to the Series [_____] NotesInvestor Certificates: (a) (i) failure on the part of Transferor the Seller, the Originator or, in the case of clause (i), Fashion Service Corp. (i) in the case of the Seller or Fashion Service Corp., to pay any Class A Non-Use Fee on any Distribution Date, (ii) to make any other payment or deposit required to be made by it by the terms of the Second Tier Agreement, this Supplement, the Certificate Purchase Agreement or the Purchase Agreement, on or before the date occurring five (5) Business Days days after the date such payment or deposit is required to be made therein herein or (iiiii) failure of the Transferor to duly to observe or perform in any material respect any of its covenants or agreements of the Seller or Originator, as applicable, set forth in the Second Tier Agreement, this Supplement, the Certificate Purchase Agreement (excluding matters addressed by clause (i) above)or the Purchase Agreement, which failure has a material adverse effect on the Series [_____] 2000-VFC Certificateholders (which determination shall be made without reference to the amount of the Class B Investor Interest or the amount on deposit in the Spread Account or the Cash Collateral Account for such period) and which continues unremedied for a period of sixty (60) 35 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer or the Transferor, as applicable, Seller by the Indenture Trustee, or to the Issuer, the Transferor Seller and the Indenture Trustee by any Noteholder the Controlling Certificateholders, and continues to affect materially and adversely the interests of the Series [_____] Notes2000-VFC Certificateholders for such period (which determination shall be made without reference to the amount of the Class B Investor Interest or the amount on deposit in the Spread Account or the Cash Collateral Account for such period); (b) any representation or warranty made by the Transferor Seller or the Originator in the Second Tier Agreement, this Supplement, the Certificate Purchase Agreement or by the Issuer in the Indenture and the Indenture Supplement Purchase Agreement, or any information contained in an account schedule a computer file or microfiche or written list required to be delivered by the Transferor Seller pursuant to [Section 2.1(c2.1 or 2.6 or by the Originator pursuant to Section 1.1 or 2.4(e) or Section 2.6(c)] of the Second Tier Agreement Purchase Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) 35 days after the date on which written notice of the samesuch failure, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, Seller by the Indenture Trustee, or to Transferor or the Issuer, as applicableSeller and the Trustee by the Controlling Certificateholders, and the Indenture Trustee by any Noteholder of the Series [_____] Notes, and (ii) as a result of which the interests of the Series [_____] 2000-VFC Certificateholders are materially and adversely affected (which determination shall be made without reference to the amount of the Class B Investor Interest) and continue to be materially and adversely affected for such period; provided, however, that a Series [_____] Early Amortization Event pursuant to this Section 6.1(bsubsection 9(b) shall not be deemed to have occurred hereunder if Transferor the Seller has accepted reassignment of the related Transferred Receivable Receivable, or Transferred all of such Receivables, if applicable, during such period in accordance with the provisions of the Second Tier Agreement; (c) the average Portfolio Yield for any three consecutive Due Periods is reduced to a failure by Transferor under rate which is less than the Second Tier Agreement average Base Rate for such periods; (d) the Seller shall fail to convey Transferred Receivables in arising under Additional Accounts (or to convey participations) to the Issuer when it Trust, as required by subsection 2.6(a); (e) any Servicer Default shall occur which would have a material adverse effect on the Class A Certificateholders; (f) the Class A Investor Interest shall not be paid in full on the Class A Scheduled Final Payment Date; (g) the Specified Enhancement Amount shall be less than the Required Enhancement Amount on any Distribution Date after giving effect to any deposits and payments on such date and such condition shall continue for ten days; or (h) the Seller, Servicer (if Servicer is required the Originator or its Affiliate), any Originator or Charming Shoppes is subject to convey a Change in Control; then, in the case of any event described above (other than any event described in subparagraph (c), (d), (f) or (g)) after any applicable grace period set forth in such Transferred Receivables subparagraphs, either the Trustee or the Controlling Certificateholders by notice then given in writing to the Seller and the Servicer (or and to convey participationsthe Trustee if given by the Certificateholders) pursuant to Section 2.6 may declare that an early amortization event (a "Series Early Amortization Event") has occurred as of the Second Tier Agreement;date of such notice. Upon the occurrence of any event described in subparagraph (c), (d), (f) or (g)) above, a Series Early Amortization Event will occur automatically.

Series Early Amortization Events. If any one of the following events shall occur with respect to the Series [_____] NotesInvestor Certificates: (a) (i) failure on the part of Transferor the Seller or the Originator (i) in the case of the Seller, to pay any Class A Non-Use Fee on any Distribution Date, (ii) to make any other payment or deposit required to be made by it by the terms of the Second Tier Agreement, this Supplement, the Certificate Purchase Agreement or the Purchase Agreement, on or before the date occurring five (5) Business Days days after the date such payment or deposit is required to be made therein herein or (iiiii) failure of the Transferor to duly to observe or perform in any material respect any of its covenants or agreements of the Seller or Originator, as applicable, set forth in the Second Tier Agreement, this Supplement, the Certificate Purchase Agreement (excluding matters addressed by clause (i) above)or the Purchase Agreement, which failure has a material adverse effect on the Series [_____] 2004-VFC Certificateholders (which determination shall be made without reference to the amount of the Class B Investor Interest or the amount on deposit in the Spread Account or the Cash Collateral Account for such period) and which continues unremedied for a period of sixty (60) 35 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer or the Transferor, as applicable, Seller by the Indenture Trustee, or to the Issuer, the Transferor Seller and the Indenture Trustee by any Noteholder the Controlling Certificateholders, and continues to affect materially and adversely the interests of the Series [_____] Notes2004-VFC Certificateholders for such period (which determination shall be made without reference to the amount of the Class B Investor Interest or the amount on deposit in the Spread Account or the Cash Collateral Account for such period); (b) any representation or warranty made by the Transferor Seller or the Originator in the Second Tier Agreement, this Supplement, the Certificate Purchase Agreement or by the Issuer in the Indenture and the Indenture Supplement Purchase Agreement, or any information contained in an account schedule a computer file or microfiche or written list required to be delivered by the Transferor Seller pursuant to [Section 2.1(c2.1 or 2.6 or by the Originator pursuant to Section 1.1 or 2.4(e) or Section 2.6(c)] of the Second Tier Agreement Purchase Agreement, (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) 35 days after the date on which written notice of the samesuch failure, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, Seller by the Indenture Trustee, or to Transferor or the Issuer, as applicableSeller and the Trustee by the Controlling Certificateholders, and the Indenture Trustee by any Noteholder of the Series [_____] Notes, and (ii) as a result of which the interests of the Series [_____] 2004-VFC Certificateholders are materially and adversely affected (which determination shall be made without reference to the amount of the Class B Investor Interest) and continue to be materially and adversely affected for such period; provided, however, that a Series [_____] Early Amortization Event pursuant to this Section 6.1(bsubsection 9(b) shall not be deemed to have occurred hereunder if Transferor the Seller has accepted reassignment of the related Transferred Receivable Receivable, or Transferred all of such Receivables, if applicable, during such period in accordance with the provisions of the Second Tier Agreement; (c) a failure by Transferor under the Second Tier Agreement difference of (a) the average Portfolio Net Yield for any three consecutive Due Periods minus (b) the average Base Rate for the Distribution Dates following each such Due Period is less than 1.0%; (d) the Seller shall fail to convey Transferred Receivables in arising under Additional Accounts (or to convey participations) to the Issuer when it Trust, as required by subsection 2.6(a); (e) any Servicer Default shall occur which would have a material adverse effect on the Class A Certificateholders; (f) the Class A Investor Interest shall not be paid in full on the Class A Scheduled Final Payment Date; (i) the Specified Enhancement Amount shall be less than the Required Enhancement Amount on any Distribution Date or (ii) the Available Series Cash Collateral Amount shall be less than the Required CCA Floor Amount, in either case, after giving effect to any deposits and payments on such date and such condition shall continue for ten days; or (h) the Seller, Servicer (if Servicer is required the Originator or its Affiliate) or any Originator is subject to convey a Change in Control, which Change in Control has not been consented to by the Agent. then, in the case of any event described above (other than any event described in subparagraph (c), (d), (f) or (g)) after any applicable grace period set forth in such Transferred Receivables subparagraphs, either the Trustee or the Controlling Certificateholders by notice then given in writing to the Seller and the Servicer (or and to convey participationsthe Trustee if given by the Certificateholders) pursuant to Section 2.6 may declare that an early amortization event (a "Series Early Amortization Event") has occurred as of the Second Tier Agreement;date of such notice. Upon the occurrence of any event described in subparagraph (c), (d), (f) or (g)) above, a Series Early Amortization Event will occur automatically.

Series Early Amortization Events. If an Early Amortization Event or any one of the following events shall occur with respect to the Series [_____] Notes:(each, a "SERIES EARLY AMORTIZATION EVENT"): (a) any Purchase Agreement shall for any reason cease to be in full force and effect or an Early Termination (as defined therein) shall occur; or (i) failure any purchase of any Receivables or other Trust Assets by the Transferor under any Purchase Agreement shall cease to create a valid sale, transfer and assignment to the Transferor of all right, title and interest of the Originator in and to such Trust Assets and the proceeds thereof, or (ii) any Transfer of any Trust Asset on any date shall for any reason cease to create a valid and perfected first priority sale, Transfer and assignment to the part Trust of all right, title and interest of the Transferor in and to make such Trust Assets and the proceeds thereof or, if such Transfer does not constitute such a sale, Transfer and assignment, cease to create a valid and perfected first priority security interest in such Trust Assets and the proceeds thereof, or (iii) the Investor Certificates delivered hereunder shall for any payment reason (other than due to the acts or deposit required omissions of the Investor Certificateholders) cease to evidence the transfer to the Investor Certificateholders of, or the Investor Certificateholders shall otherwise cease to have, a beneficial interest in a trust owning, or the Trustee on behalf of the Trust having a perfected first priority security interest in, the Trust Assets now existing and hereafter arising and the proceeds thereof to the extent of their respective Undivided Trust Interests; or SERIES 1997-1 SUPPLEMENT 41 (c) a Servicer Default shall have occurred and be made by it by continuing; or (d) the Servicer shall have resigned and shall not have been replaced, in each case in accordance with the terms of the Second Tier Agreement on or before Pooling and Servicing Agreement; or (e) the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly Parent shall fail to observe or perform any covenant or agreement (within any applicable cure period) applicable to it contained in the Parent Undertaking Agreement, or the Parent Undertaking Agreement shall cease to be in effect or the Parent shall so assert in writing; or (f) any material respect adverse change shall occur in the collectibility of the Receivables taken as a whole (other than as a result of the default of one or more Obligors on the payment thereof) or in the financial condition of the Transferor, the Parent, the Servicer or any Originator, or in the ability of any of them or any Originator to perform its covenants or agreements set forth obligations under any Transaction Document; or (g) any Transaction Document shall cease to be in the Second Tier Agreement (excluding matters addressed by clause full force and effect; or (i) above)any Plan Event shall have occurred, which failure has (ii) the Transferor or any ERISA Affiliate shall have withdrawn from a material adverse effect on Series [_____] and which continues unremedied for a period of sixty Multiemployer Plan, or (60iii) days after the date on which written notice of such failure, requiring the same to be remedied, any Multiemployer Plan shall have been given to the Issuer terminated or the Transferor, as applicable, by the Indenture Trustee, reorganized or to the Issuer, the Transferor and the Indenture Trustee by any Noteholder of the Series [_____] Notes; (b) any representation or warranty made by the Transferor in the Second Tier Agreement or by the Issuer in the Indenture and the Indenture Supplement or any information contained in an account schedule required to be delivered by the Transferor pursuant to [Section 2.1(c) or Section 2.6(c)] of the Second Tier Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of the same, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series [_____] Notesbecome insolvent, and as a result of which one or more such events the interests Transferor or any ERISA Affiliate has incurred or is reasonably expected to incur liability in excess of Series [_____] are materially $500,000; or (i) with respect to any Originator and adversely affected the related Purchase Agreement, (i) any Plan Event (as defined in such Purchase Agreement) shall have occurred, (ii) such Originator or any ERISA Affiliate (as defined in such Purchase Agreement) shall have withdrawn from a Multiemployer Plan (as defined in such Purchase Agreement), or (iii) any such Multiemployer Plan shall have been terminated or reorganized or become insolvent, and continue as a result of one or more such events such Originator or any such ERISA Affiliate has incurred or is reasonably expected to incur liability in excess of $500,000; or (j) the Parent shall cease to be materially the direct or indirect beneficial owner of at least 100% of the outstanding Voting Stock of the Transferor; or (k) the rating of the senior long-term debt obligations of the Parent by Moody's or Standard & Poor's shall fall below B2 or B, respectively or, if no such SERIES 1997-1 SUPPLEMENT 42 public ratings are available, in the Program Agent's sole judgment in accordance with its customary practices, the deemed equivalent of such ratings; or (l) the Excess Spread Percentage for any three consecutive Due Periods is reduced to a rate of less than 1%; or (m) the Class A Invested Amount shall not be paid in full on the Class A Expected Final Payment Date or the Collateral Invested Amount shall not be paid in full on the Collateral Investor Expected Final Payment Date; or (n) the failure on the part of a Swap Provider to make a Swap Payment, within five calendar days of the date on which such Swap Payment is due; or (o) the failure on the part of a Cap Provider to make a Cap Payment within five calendar days of the date on which such Cap Payment is due; or (p) the failure to maintain in full force and adversely affected effect at all times the Swap Agreement and Cap Agreement, in a combined aggregate notional amount of at least $125,000,000, with a Swap Provider and a Cap Provider, respectively, the short term debt obligations of each of which are rated at least A-1+ by Standard & Poor's and P-1 by Moody's, PROVIDED that if, on any date, any such ratings fall below A-1+ or P-1, as the case may be, such Swap Agreement or Cap Agreement, as the case may be, shall be replaced with a Replacement Swap Agreement with a Replacement Swap Provider or a Replacement Cap Agreement with a Replacement Cap Provider, respectively, the short term debt obligations of which are rated at least A-1+ by Standard & Poor's and P-1 by Moody's, within 30 calendar days of such date; or (q) the Subordinated Transferor Invested Amount is less than $11,000,000; or (r) the Net Loss Percentage for such periodany three consecutive Due Periods exceeds 10%; providedor (s) the Dilution Ratio for any three consecutive Due Periods exceeds 8%; then, that if a Series [_____] Trust Early Amortization Event pursuant to this Section 6.1(b9.01(d) shall not be deemed to have occurred hereunder if Transferor has accepted reassignment or (f) of the related Transferred Receivable Pooling and Servicing Agreement shall have occurred, a "Series Early Amortization Event" shall occur without any notice, demand, protest or Transferred Receivablesother requirement of any kind immediately upon the occurrence of such event, and, if applicable, during such period in accordance with the provisions any of the Second Tier Agreement; (c) a failure by Transferor under the Second Tier Agreement to convey Transferred Receivables other events set forth in Additional Accounts (or to convey participations) to the Issuer when it is required to convey such Transferred Receivables (or to convey participations) pursuant to Section 2.6 any of the Second Tier Agreement;paragraphs above shall have occurred, either the Trustee or the Program Agent (unless otherwise directed

Series Early Amortization Events. If an Early Amortization Event or any one of the following events shall occur with respect to the Series [_____] Notes:(each, a "SERIES EARLY AMORTIZATION EVENT"): (a) any Purchase Agreement shall for any reason cease to be in full force and effect or an Early Termination (as defined therein) shall occur; or (b) (i) failure any purchase of any Receivables or other Trust Assets by the Transferor under any Purchase Agreement shall cease to create a valid sale, transfer and assignment to the Transferor of all right, title and interest of the Originator in and to such Trust Assets and the proceeds thereof, or (ii) any Transfer of any Trust Asset on any date shall for any reason cease to create a valid and perfected first priority sale, Transfer and assignment to the part Trust of all right, title and interest of the Transferor in and to make such Trust Assets and the proceeds thereof or, if such Transfer does not constitute such a sale, Transfer and assignment, cease to create a valid and perfected first priority security interest in such Trust Assets and the proceeds thereof, or (iii) the Investor Certificates delivered hereunder shall for any payment reason (other than due to the acts or deposit required omissions of the Investor Certificateholders) cease to evidence the transfer to the Investor Certificateholders of, or the Investor Certificateholders shall otherwise cease to have, a beneficial interest in a trust owning, or the Trustee on behalf of the Trust having a perfected first priority security interest in, the Trust Assets now existing and hereafter arising and the proceeds thereof to the extent of their respective Undivided Trust Interests; or (c) a Servicer Default shall have occurred and be made by it by continuing; or (d) the Servicer shall have resigned and shall not have been replaced, in each case in accordance with the terms of the Second Tier Agreement on or before Pooling and Servicing Agreement; or (e) the date occurring five (5) Business Days after the date such payment or deposit is required to be made therein or (ii) failure of the Transferor duly Parent shall fail to observe or perform any covenant or agreement (within any applicable cure period) applicable to it contained in the Parent Undertaking Agreement, or the Parent Undertaking Agreement shall cease to be in effect or the Parent shall so assert in writing; or (f) any material respect adverse change shall occur in the collectibility of the Receivables taken as a whole (other than as a result of the default of one or more Obligors on the payment thereof) or in the financial condition of the Transferor, the Parent, the Servicer or any Originator, or in the ability of any of them or any Originator to perform its covenants or agreements set forth obligations under any Transaction Document; or (g) any Transaction Document shall cease to be in the Second Tier Agreement (excluding matters addressed by clause full force and effect; or (i) above)any Plan Event shall have occurred, which failure has (ii) the Transferor or any ERISA Affiliate shall have withdrawn from a material adverse effect on Series [_____] and which continues unremedied for a period of sixty Multiemployer Plan, or (60iii) days after the date on which written notice of such failure, requiring the same to be remedied, any Multiemployer Plan shall have been given to the Issuer terminated or the Transferor, as applicable, by the Indenture Trustee, reorganized or to the Issuer, the Transferor and the Indenture Trustee by any Noteholder of the Series [_____] Notes; (b) any representation or warranty made by the Transferor in the Second Tier Agreement or by the Issuer in the Indenture and the Indenture Supplement or any information contained in an account schedule required to be delivered by the Transferor pursuant to [Section 2.1(c) or Section 2.6(c)] of the Second Tier Agreement shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of sixty (60) days after the date on which written notice of the same, requiring the same to be remedied, shall have been given to the Issuer or Transferor, as applicable, by the Indenture Trustee, or to Transferor or the Issuer, as applicable, and the Indenture Trustee by any Noteholder of the Series [_____] Notesbecome insolvent, and as a result of which one or more such events the interests Transferor or any ERISA Affiliate has incurred or is reasonably expected to incur liability in excess of Series [_____] are materially $500,000; or (i) with respect to any Originator and adversely affected the related Purchase Agreement, (i) any Plan Event (as defined in such Purchase Agreement) shall have occurred, (ii) such Originator or any ERISA Affiliate (as defined in such Purchase Agreement) shall have withdrawn from a Multiemployer Plan (as defined in such Purchase Agreement), or (iii) any such Multiemployer Plan shall have been terminated or reorganized or become insolvent, and continue as a result of one or more such events such Originator or any such ERISA Affiliate has incurred or is reasonably expected to incur liability in excess of $500,000; or (j) the Parent shall cease to be materially and adversely affected the direct or indirect beneficial owner of at least 100% of the outstanding Voting Stock of the Transferor or the Servicer, or there shall occur a Change of Control with respect to the Parent; or (k) the rating of the senior long-term debt obligations of the Parent by Moody's or Standard & Poor's shall fall below "B2" or "B", respectively or, if no such public ratings are available, in the sole judgment of any Managing Agent in accordance with its customary practices, the deemed equivalent of such ratings; or (l) the Excess Spread Percentage for such periodany three consecutive Due Periods is reduced to a rate of less than 1%; provided, that a Series [_____] Early Amortization Event pursuant to this Section 6.1(bor (m) the aggregate principal amount of the Class A Certificates shall not be deemed paid in full on the Class A Expected Final Payment Date; or (n) the failure on the part of a Hedge Provider to have occurred hereunder if Transferor has accepted reassignment make a Hedge Payment, within five calendar days of the related Transferred Receivable date on which such Hedge Payment is due; or (o) the failure to maintain in full force and effect at all times Swaps and Caps having a combined aggregate notional amount of at least the outstanding Class A Invested Amount, with a Hedge Provider, the short term debt obligations of each of which are rated at least "A-1+" by Standard & Poor's and "P-1" by Moody's, provided that if, on any date, any such ratings fall below "A-1+" or Transferred Receivables"P-1," as the case may be, if applicablesuch Hedge Agreement shall be replaced with a Replacement Hedge Agreement with a Replacement Hedge Provider, during the short term debt obligations of which are rated at least "A-1+" by Standard & Poor's and "P-1" by Moody's, within 30 calendar days of such period in accordance with date; or (p) the provisions Subordinated Transferor Invested Amount is less than 14% of the Second Tier AgreementSeries Invested Amount; or (q) the Net Loss Percentage for any three consecutive Due Periods exceeds 8%; (cr) a failure by the Dilution Ratio for any three consecutive Due Periods exceeds 6%; (s) the Monthly Payment Rate for any three consecutive Due Periods is less than 12%; or (t) the Transferor under the Second Tier Agreement to convey Transferred Receivables in Additional Accounts Percentage shall at any time be less than 5%, and such deficiency shall remain uncured for more than one (or to convey participations1) to the Issuer when it is required to convey such Transferred Receivables (or to convey participations) pursuant to Section 2.6 of the Second Tier Agreement;Business Day