Common use of Series Early Amortization Events Clause in Contracts

Series Early Amortization Events. If an Early Amortization Event or any one of the following events shall occur (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) 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 Trust of all right, title and interest of the Transferor in and to 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 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 SERIES 1997-1 SUPPLEMENT 41 (c) a Servicer Default shall have occurred and be continuing; or (d) the Servicer shall have resigned and shall not have been replaced, in each case in accordance with the terms of the Pooling and Servicing Agreement; or (e) the 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 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 obligations under any Transaction Document; or (g) any Transaction Document shall cease to be in full force and effect; or (i) any Plan Event shall have occurred, (ii) the Transferor or any ERISA Affiliate shall have withdrawn from a Multiemployer Plan, or (iii) any Multiemployer Plan shall have been terminated or reorganized or become insolvent, and as a result of one or more such events the Transferor or any ERISA Affiliate has incurred or is reasonably expected to incur liability in excess of $500,000; or (i) with respect to any Originator and 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 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 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 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 any three consecutive Due Periods exceeds 10%; or (s) the Dilution Ratio for any three consecutive Due Periods exceeds 8%; then, if a Trust Early Amortization Event pursuant to Section 9.01(d) or (f) of the Pooling and Servicing Agreement shall have occurred, a "Series Early Amortization Event" shall occur without any notice, demand, protest or other requirement of any kind immediately upon the occurrence of such event, and, if any of the other events set forth in any of the 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 (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) 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 Trust of all right, title and interest of the Transferor in and to 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 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 SERIES 1997-1 SUPPLEMENT 41or (c) a Servicer Default shall have occurred and be continuing; or (d) the Servicer shall have resigned and shall not have been replaced, in each case in accordance with the terms of the Pooling and Servicing Agreement; or (e) the 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 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 obligations under any Transaction Document; or (g) any Transaction Document shall cease to be in full force and effect; or (i) any Plan Event shall have occurred, (ii) the Transferor or any ERISA Affiliate shall have withdrawn from a Multiemployer Plan, or (iii) any Multiemployer Plan shall have been terminated or reorganized or become insolvent, and as a result of one or more such events the Transferor or any ERISA Affiliate has incurred or is reasonably expected to incur liability in excess of $500,000; or (i) with respect to any Originator and 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 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 the direct or indirect beneficial owner of at least 100% of the outstanding Voting Stock of the TransferorTransferor 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 "B2" or "B", respectively or, if no such SERIES 1997-1 SUPPLEMENT 42 public ratings are available, in the Program Agent's 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 any three consecutive Due Periods is reduced to a rate of less than 1%; or (m) the aggregate principal amount of the Class A Invested Amount Certificates 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 Hedge Provider to make a Swap Hedge Payment, within five calendar days of the date on which such Swap Hedge 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 effect at all times the Swap Agreement Swaps and Cap Agreement, in Caps having a combined aggregate notional amount of at least $125,000,000the outstanding Class A Invested Amount, with a Swap Provider and a Cap Hedge Provider, respectively, the short term debt obligations of each of which are rated at least "A-1+ +" by Standard & Poor's and P-1 "P-1" by Moody's, PROVIDED provided that if, on any date, any such ratings fall below "A-1+ +" or "P-1, ," as the case may be, such Swap Hedge Agreement or Cap Agreement, as the case may be, shall be replaced with a Replacement Swap Hedge Agreement with a Replacement Swap Provider or a Replacement Cap Agreement with a Replacement Cap Hedge Provider, respectively, the short term debt obligations of which are rated at least "A-1+ +" by Standard & Poor's and P-1 "P-1" by Moody's, within 30 calendar days of such date; or (qp) the Subordinated Transferor Invested Amount is less than $11,000,00014% of the Series Invested Amount; or (rq) the Net Loss Percentage for any three consecutive Due Periods exceeds 108%; or; (sr) the Dilution Ratio for any three consecutive Due Periods exceeds 86%; (s) the Monthly Payment Rate for any three consecutive Due Periods is less than 12%; thenor (t) the Transferor Percentage shall at any time be less than 5%, if a Trust Early Amortization Event pursuant to Section 9.01(dand such deficiency shall remain uncured for more than one (1) or (f) of the Pooling and Servicing Agreement shall have occurred, a "Series Early Amortization Event" shall occur without any notice, demand, protest or other requirement of any kind immediately upon the occurrence of such event, and, if any of the other events set forth in any of the paragraphs above shall have occurred, either the Trustee or the Program Agent (unless otherwise directedBusiness Day

Series Early Amortization Events. If an Early Amortization Event or any one of the following events shall occur (each, a "SERIES EARLY AMORTIZATION EVENT"):with respect to the Investor Certificates: (a) any Purchase Agreement shall for any reason cease to be in full force and effect failure on the part of the Seller or an Early Termination (as defined therein) shall occur; or the Originator (i) any purchase of any Receivables or other Trust Assets by in 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 case of the Originator in and Seller, to such Trust Assets and the proceeds thereofpay any Class A Non-Use Fee on any Distribution Date, or (ii) to make 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 other payment or deposit required by the Trust of all right, title and interest terms of the Transferor in and Agreement, this Supplement, the Certificate Purchase Agreement or the Purchase Agreement, on or before the date occurring five days after the date such payment or deposit is required to 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, be made herein 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 SERIES 1997-1 SUPPLEMENT 41 (c) a Servicer Default shall have occurred and be continuing; or (d) the Servicer shall have resigned and shall not have been replaced, in each case in accordance with the terms of the Pooling and Servicing Agreement; or (e) the Parent shall fail duly to observe or perform in any covenant material respect any covenants or agreement agreements of the Seller or Originator, as applicable, set forth in the Agreement, this Supplement, the Certificate Purchase Agreement or the Purchase Agreement, which failure has a material adverse effect on the Series 2004-VFC Certificateholders (within any applicable cure 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) applicable and which continues unremedied for a period of 35 days after the date on which written notice of such failure, requiring the same to it contained be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by the Controlling Certificateholders, and continues to affect materially and adversely the interests of the Series 2004-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 Parent Undertaking Spread Account or the Cash Collateral Account for such period); (b) any representation or warranty made by the Seller or the Originator in the Agreement, this Supplement, the Certificate Purchase Agreement or the Purchase Agreement, or the Parent Undertaking Agreement shall cease any information contained in a computer file or microfiche or written list required to be in effect delivered by the Seller pursuant to Section 2.1 or 2.6 or by the Parent shall so assert in writing; or (fOriginator pursuant to Section 1.1 or 2.4(e) any material 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 obligations under any Transaction Document; or (g) any Transaction Document shall cease to be in full force and effect; or (i) any Plan Event shall have occurred, (ii) the Transferor or any ERISA Affiliate shall have withdrawn from a Multiemployer Plan, or (iii) any Multiemployer Plan shall have been terminated or reorganized or become insolvent, and as a result of one or more such events the Transferor or any ERISA Affiliate has incurred or is reasonably expected to incur liability in excess of $500,000; or (i) with respect to any Originator and the related Purchase Agreement, (i) shall prove to have been incorrect in any Plan Event (as defined material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 35 days after the date on which written notice of such Purchase Agreement) failure, requiring the same to be remedied, shall have occurredbeen given to the Seller by the Trustee, or to the Seller and the Trustee by the Controlling Certificateholders, and (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 as a result of one or more such events such Originator or any such ERISA Affiliate has incurred or is reasonably expected which the interests of the Series 2004-VFC Certificateholders are materially and adversely affected (which determination shall be made without reference to incur liability in excess the amount of $500,000; or (jthe Class B Investor Interest) the Parent shall cease and continue to be materially and adversely affected for such period; provided, however, that a Series Early Amortization Event pursuant to this subsection 9(b) shall not be deemed to have occurred hereunder if the direct or indirect beneficial owner of at least 100% Seller has accepted reassignment of the outstanding Voting Stock related Receivable, or all 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 orsuch Receivables, if no applicable, during such SERIES 1997-1 SUPPLEMENT 42 public ratings are available, in the Program Agent's sole judgment period in accordance with its customary practices, the deemed equivalent provisions of such ratings; orthe Agreement; (lc) the Excess Spread Percentage 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 reduced to a rate of less than 11.0%; or; (md) the Seller shall fail to convey Receivables arising under Additional Accounts to the 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 Invested Amount Investor Interest 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 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 (nh) the failure on Seller, Servicer (if Servicer is the part of Originator or its Affiliate) or any Originator is subject to a Swap Provider Change in Control, which Change in Control has not been consented to make a Swap Payment, within five calendar days of by 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 effect at all times the Swap Agreement and Cap AgreementAgent. then, 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 beof any event described above (other than any event described in subparagraph (c), such Swap Agreement or Cap Agreement(d), 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 any three consecutive Due Periods exceeds 10%; or (s) the Dilution Ratio for any three consecutive Due Periods exceeds 8%; then, if a Trust Early Amortization Event pursuant to Section 9.01(df) or (fg)) of after any applicable grace period set forth in such subparagraphs, either the Pooling Trustee or the Controlling Certificateholders by notice then given in writing to the Seller and Servicing Agreement shall have occurred, the Servicer (and to the Trustee if given by the Certificateholders) may declare that an early amortization event (a "Series Early Amortization Event" shall occur without any ") has occurred as of the date of such notice, demand, protest or other requirement of any kind immediately upon . Upon the occurrence of such eventany event described in subparagraph (c), and(d), if any of the other events set forth in any of the paragraphs above shall have occurred(f) or (g)) above, either the Trustee or the Program Agent (unless otherwise directeda 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 Investor Certificates: failure on the part of the Transferor, the Originator, SRLP or the Parent (eachi) to make any payment or deposit required by the terms of the Agreement, this Supplement, the Class A Certificate Purchase Agreement, any Purchase Agreement or the Parent Undertaking Agreement, on or before the date occurring two days after the date such payment or deposit is required to be made herein or (ii) to duly to observe or perform any covenant or agreement of the Transferor, SRLP, the Originator or the Parent, as applicable, set forth in the Agreement, this Supplement, the Class A Certificate Purchase Agreement, any Purchase Agreement or the Parent Undertaking Agreement, which continues unremedied for a period of 15 days; or any representation or warranty made by the Transferor, SRLP, the Originator or the Parent in the Agreement, this Supplement, the Class A Certificate Purchase Agreement, any Purchase Agreement or the Parent Undertaking Agreement, or any information contained in a computer file required to be delivered by the Transferor pursuant to Section 2.1 or 2.6 of the 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; provided, however, that a Series Early Amortization Event pursuant to this Section 10(b) of this Supplement shall not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the 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 "SERIES EARLY AMORTIZATION EVENT"): Purchase Termination Date" (aas defined therein) shall have occurred under the SRLP Purchase Agreement, or any Purchase Agreement shall for any reason otherwise cease to be in full force and effect effect; or the Subordinated Transferor Invested Amount shall be less than the Required Enhancement Amount at any time, unless at such time the Transferor shall have given an Early Termination Optional Amortization Notice pursuant to Section 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 (as defined thereinexcept solely to the extent that an event described in clause (i) of the 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 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 Transfer Conveyance of any Trust Asset on any date shall for any reason cease to create a valid and perfected first priority sale, Transfer 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 Transfer Conveyance does not constitute such a sale, Transfer 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 SERIES 1997-1 SUPPLEMENT 41 (c) a Servicer Default shall have occurred and be continuing; or (d) the Servicer shall have resigned and shall not have been replaced, in each case in accordance with the terms any of the Pooling and Servicing Agreement; or (e) the 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 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, SRLP or the Transferor shall fail to pay principal in the ability respect of any of them or any Originator to perform its obligations under any Transaction Document; or (g) any Transaction Document shall cease to be in full force and effect; or (i) any Plan Event shall have occurred, (ii) the Transferor or any ERISA Affiliate shall have withdrawn from a Multiemployer Plan, or (iii) any Multiemployer Plan shall have been terminated or reorganized or become insolvent, and as a result of one or more such events the Transferor or any ERISA Affiliate has incurred or is reasonably expected to incur liability in excess of $500,000; or (i) with respect to any Originator and 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 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 the direct or indirect beneficial owner of at least 100% Indebtedness of the outstanding Voting Stock of Parent, the Originator, SRLP or 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 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 that is outstanding (i) in a principal amount, either individually or Cap 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, as in any amount, when the case may besame 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 replaced with a Replacement Swap Agreement with a Replacement Swap Provider declared to be due and payable or a Replacement Cap Agreement with a Replacement Cap Providerrequired to be prepaid or redeemed (other than by regularly scheduled required prepayment or redemption) or purchased or defeased, respectivelyor an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to 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 datestated maturity thereof; or (q) or the Subordinated Transferor Invested Amount is Interest shall be less than $11,000,000the Aggregate Minimum Transferor Interest at any time; or 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) the Net Loss Percentage for any three consecutive Due Periods exceeds 10%; or (s) the Dilution Ratio for any three consecutive Due Periods exceeds 8%; thenonly, if a Trust Early Amortization Event pursuant to Section 9.01(d) or (f) of the Pooling and Servicing Agreement defined terms shall have occurred, a "Series Early Amortization Event" shall occur without any notice, demand, protest or other requirement of any kind immediately upon the occurrence of meanings ascribed to such event, and, if any of the other events set forth terms in any of the paragraphs above shall have occurred, either the Trustee or the Program Agent (unless otherwise directedAnnex A to this Supplement):