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EFTA01365257

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foregoing, any failure to meet any Coverage Test, the Collateral Quality Test or the Portfolio Profile Test is not an Event of Default except to the extent provided in clause 7 below), or the failure of any material representation or warranty of the Co-Issuers made in the Indenture or in any certificate or other writing delivered pursuant to or in connection with the Indenture to be correct in all material respects when the same shall have been made, which default. breach or failure would have a material adverse effect on the Holders or beneficial owners of the Notes and continuance of such default, breach or failure for a period of 30 days after written notice shall have been given as provided in the Indenture to the applicable Co-Issuers and the Collateral Manager by the Trustee or to the applicable Co-Issuers, the Collateral Manager and the Trustee by the Holders of at least 25% of the Aggregate Principal Amount of the Controlling Class specifying such default, breach or failure and requiring it to be remedied and stating that such notice is a "Notice of Default" under the Indenture: 6. certain events of bankruptcy. insolvency, receivership or reorganization of either of the Co-Issuers (as set forth in the Indenture): or 7. on any Determination Date, failure to maintain the EOD Ratio at 100% or higher. An event of insolvency (and, therefore, an Event of Default of the type described in clause 6 above) could result if a decree or order is entered adjudging the Issuer or Co-Issuer as bankrupt or insolvent, or approving a petition seeking reorganization, arrangement. adjustment or composition of the Issuer or Co-Issuer or an involuntary petition against the Issuer or the Co-Issuer seeking the foregoing is filed and is not dismissed or stayed within 60 days. The filing of a petition against the Issuer or the Co-Issuer under applicable bankruptcy law could adversely affect the rights of the Holders of the Notes to receive timely payments in respe

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