Common use of Additional Rights Upon the Occurrence of Certain Events Clause in Contracts

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reason, the Sellers shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Transferor or any of the Sellers Transferor violates Section 2.07(c) for any reason, the Sellers Transferor shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust Trustee and shall promptly give notice to the Trustee and the Servicer thereof. Notwithstanding any cessation of the transfer to the Trust Trustee of additional Principal Receivables, Principal Receivables transferred to the Trust Trustee prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 So long as any Series issued prior to April 1, 2001 remains Outstanding, within fifteen (15) days after receipt of such notice by the Trustee of the Appointment Dateoccurrence of such Insolvency Event or violation of Section 2.07(c), the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders and each Series Enhancer entitled thereto pursuant to the relevant Supplement describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 ninety (90) days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two (2) or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust Trustee as before such Insolvency Event or violation, and (y) to the extent provided in the relevant Supplement, the Series Enhancer with respect to such Series, to such effect, and (z) each of the Sellers holder (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder Transferor) of a Supplemental Transferor Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include by the solicitation of competitive bidsbids and on terms equivalent to the best purchase offer as determined by the Trustee. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) If an Insolvency Event occurs with respect to any Additional Transferor or any such Additional Transferor violates Section 2.07(c) for any reason, such Additional Transferor shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trustee and shall promptly give notice to the Trustee and the Servicer thereof. Notwithstanding any cessation of the transfer to the Trustee of additional Principal Receivables, Principal Receivables transferred to the Trustee prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. (c) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Seller or any of the Sellers Seller violates Section 2.07(c2.06(a) for any reason, the Sellers Seller shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”), ") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event or violation. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event or violation and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, created or accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (iii) above is first published given from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, then the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such applicable conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Non-Principal Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If Transferor shall consent to the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against Transferor (an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables and Discount Option Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables and Discount Option Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables or Discount Option Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders Holders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published from (x) published, Trustee shall have received written instructions of Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders Holders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables and Discount Option Receivables transferred to the Trust as before such Insolvency Event or violationEvent, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from for any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and Unless Trustee receives written instructions from Investor Holders as provided in subsection (a), on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms Holders of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor voluntarily goes into liquidation or consents to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor and such decree shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other event described above, an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or violation occurs inability, as the case may be (the “"Appointment Date”Day"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of Trustee, the transfer to Master Servicer and the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence Credit Enhancer of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the TrustEvent. Within 15 days of the Appointment Datereceipt by the Trustee of the Transferor's notice of an Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper Newspapers that an Insolvency Event or violation has occurred and that the Trustee intends to direct the Master Servicer to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and Mortgage Loans in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless 11.02, which notice shall inform Investor Certificateholders that unless more than _____% of all Investor Certificateholders advise the Trustee shall have received instructions in writing that they wish the Trustee to instruct the Master Servicer not to sell, dispose of or otherwise liquidate the Mortgage Loans within 90 days from the date day notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation"Publication Date"), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly instruct the Master Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and shall proceed to consummate the sale, liquidation or disposition of the Mortgage Loans as provided above with the highest bidder for the Mortgage Loans. The Transferor shall be permitted to bid for the Mortgage Loans. The Trustee may obtain a prior determination from any such conservator, conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 11.01 and 9.02 11.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Mortgage Loans pursuant to paragraph (aSection 11.02(a) (“Insolvency Proceeds”) above shall be immediately deposited treated as collections on the Mortgage Loans received during the Rapid Amortization Period; provided, however, that such proceeds will, based on amounts specified in writing by the Collection Account. The Trustee shall determine conclusively Master Servicer to the amount Trustee, first be paid to the Credit Enhancer to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts and other amounts owing under the Insurance Agreement; and provided, further, that the Certificateholders' Fixed Allocation Percentage of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds such remaining proceeds shall be allocated and distributed paid to Investor Certificateholders in accordance with Article IV the following amounts and order of priority: (i) all accrued and unpaid interest on the terms Investor Certificate Principal Balance through the Interest Period immediately preceding the Distribution Date on which such proceeds are distributed to the Investor Certificateholders; and (ii) an amount of each Supplement and principal up to the Investor Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Investor Certificateholders pursuant to Section 11.02(b). On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders, the Trust shall terminate immediately thereafterterminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Seller or any of the Sellers Seller violates Section 2.07(c6.03(b) for any reason, the Sellers Seller shall on the day any of such Insolvency Event or violation occurs (the “Appointment DateDay”), ) immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event or violation and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables shall continue to be a part of the Trust, and shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published the Trustee shall have received written instructions from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include by the solicitation of competitive bidsbids and on terms equivalent to the best purchase offer as determined by the Trustee. Neither the Seller nor any Affiliate of the Seller nor any agent of the Seller shall be permitted to purchase such Receivables in such case. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Certificateholders as provided in subsection 9.02(b) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Seller shall consent to the appointment of a conservator, receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Seller (an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Seller shall on the day any ---------------- of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer --------------- Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such appointment or voluntary liquidation. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the ---------- Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting ----------- instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published from (x) the ---------- "Publication Date"), the Trustee shall have received written instructions of ---------------- Holders of Investor Certificates evidencing more than representing Undivided Interests aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or, with respect to any (or in the case of a Series with two or having more Classes, of each than one Class, each Class of such Series) to the effect that such Investor Certificateholders the Trustee shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the Receivables, the Trustee shall instruct the Servicer to proceed to sell, dispose of, or otherwise liquidate the portion of Receivables allocable to any Series that did not vote to disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in accordance with this Agreement in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables allocable to any outstanding Series, unless the holders of more than 50% of the principal amount of each Class of such Series instruct the Trustee not to sell the portion of the Receivables allocable to such Series, in which case the Trust shall continue with respect to such Series pursuant to the terms of the Agreement and the Supplement. The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Seller Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the numerator of which is the related Investor Percentage of Collections of Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables for all Series outstanding and (2) the Investor Interest of such Series. The Seller or any of its Affiliates shall be permitted to bid for the Receivables. In addition, the Seller or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive.. ------------ --- (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on -------------- the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, however that the proceeds for any such sale, ---------- -------- ------- disposition or liquidation of Receivables with respect to a Series but not all of the outstanding Series shall be applied solely to make payments to such Series; provided, further that the Trustee shall determine conclusively the -------- ------- amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafter.terminate. [End of Article IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency a Trust Pay Out Event under Clause 6.1(a), (b) or (c) above occurs with in respect to of any of the Sellers Transferor or any of Additional Transferor on such day (the Sellers violates Section 2.07(c) for any reason"APPOINTMENT DAY"), the Sellers following effects shall on occur: (i) the day any such Insolvency Event relevant Transferor or violation occurs (the “Appointment Date”), relevant Additional Transferor shall immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Receivables Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Event; (ii) subject to (iii) below, Future Receivables and coming into existence on or following the Appointment Day will not be assigned to or held on trust for the Receivables Trustee; (iii) Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been assigned to or held on trust for the Receivables Trustee shall continue to form part of the Trust Property of the Receivables Trust and Collections with respect thereto shall continue to be a part allocated and applied in accordance with Clause 5; (iv) the Receivables Trustee shall not be entitled to accept any further Offers to purchase Receivables from the Transferors or any Additional Transferor; and (v) subject to completion of the Trust. liquidation, winding-up and dissolution procedures described below the Receivables Trust will be dissolved. (b) Within 15 days of the Appointment DateDay, the Receivables Trustee shall shall: (i) publish cause to be published a notice in an Authorized Authorised Newspaper that an Insolvency Event or violation has occurred and occurred, that the Receivables Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and which constitute Trust Property in a commercially reasonable manner and that subject to completion of such sale, disposal or other liquidation, the Receivables Trust will be dissolved; and (ii) give send written notice to Investor Certificateholders the Beneficiaries describing the provisions of this Section Clause 6.3 and requesting instructions from such HoldersBeneficiaries. Unless the Trustee shall have received instructions within 90 60 days from the date day notice pursuant to clause sub-paragraph (i) above is first published published, the Receivables Trustee shall have received written instructions from (x) Holders of Investor Certificates evidencing Beneficiaries representing more than 50% 50 per cent. of the aggregate unpaid principal amount of Combined Aggregate Investor Interest and each Series or, with respect Transferor Beneficiary (in each case if not subject to an Insolvency Event) and any Series with two or more Classes, of each Class, other person specified as so entitled in any Supplement to the effect that such Investor Certificateholders Beneficiaries and persons, if any, disapprove of the liquidation of the Receivables which constitute Trust Property and any other assets and wish to continue having Principal with the Receivables transferred Trustee accepting Offers and purchasing Receivables pursuant to the Trust terms and subject to the conditions of the RSA as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectEvent, the Receivables Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables and other assets in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Receivables Trustee may obtain a prior determination from any such conservator, receiver or liquidator insolvency officer referred to in paragraph (a) of Clause 6.1 that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonablereasonable (which determination the Receivables Trustee shall be entitled to regard as conclusive). The provisions of Sections 9.01 Clause 6.1 and 9.02 Clause 6.3 shall not be deemed to be mutually exclusive. (bc) The proceeds from the sale, disposition or liquidation of the Receivables and other assets of the Receivables Trust pursuant to paragraph (ab) above (“Insolvency Proceeds”"INSOLVENCY PROCEEDS") shall be immediately deposited treated as Collections in the Collection Account. The Trustee shall determine conclusively the amount respect of the Receivables and other assets of the Receivables Trust and shall be allocated and applied in accordance with the provisions of Clause 5. Insolvency Proceeds which are deemed shall be allocated to be Finance Charge Receivables and Principal ReceivablesReceivables in the same proportion such Receivables bore to one another on the immediately preceding Determination Date. (d) Unless the Receivables Trustee receives written instructions from Beneficiaries and other persons as provided in Clause 6.3(b)(ii), on the day following the last Transfer Date following the Monthly Period during which the proceeds referred to in paragraph (c) above are distributed to the Beneficiaries, and subject to the condition that the Investor Interest shall have been reduced to zero as a result of such distributions, the Receivables Trustee shall take any and all necessary additional steps to ensure that the Receivables Trust is dissolved. To this intent if any Trust Property exists following the distribution of the proceeds referred to in the previous sentence, the Receivables Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse to the Receivables Trustee, as shall be necessary to vest in each Transferor Beneficiary as residuary beneficiary or, as it may direct, all right, title and interest of the Receivables Trustee in such Trust Property and the Receivables Trustee shall follow any reasonable direction of the Transferor Beneficiaries in that regard. The Insolvency Proceeds Receivables Trustee shall be entitled to be indemnified from the proceeds referred to above and Trust Property allocated to the Transferor Beneficiaries for any expenses incurred in connection with the performance by the Receivables Trustee of its obligations under this paragraph (d). (e) The Receivables Trustee may appoint a sub-agent or agents and distributed such other professional advisers as it deems necessary or prudent to Investor Certificateholders in accordance assist with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafterits responsibilities pursuant to this Clause 6 with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs the Transferor voluntarily goes into liquidation or consents to the appointment of a conservator, receiver or liquidator under any Debtor Relief Laws with respect to the Transferor or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any Debtor Relief Law proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Sellers Transferor; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable Debtor Relief Laws, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations generally; or the Sellers violates Section 2.07(c) Transferor shall become unable for any reasonreason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or inability, a "Dissolution Event"), the Sellers Transferor shall promptly give notice of such event to the Trustee, and the Transferor shall on the day any of such Insolvency Event appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or violation occurs inability, as the case may be (the “"Appointment Date”Day"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofhereunder. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Dissolution Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, created shall continue to be a part of the Trust, and such Collections shall continue to be allocated, deposited and held in accordance with the provisions of Article IV. Within 15 days of the Appointment Datereceipt by the Trustee of the notice of a Dissolution Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency a Dissolution Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders and any Enhancement Provider entitled thereto describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless , which notice shall request each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within instruct the Servicer to take. If after 90 days from the date day notice pursuant to clause (i) above is first published from (x) the "Publication Date"), the Trustee shall not have received written instructions of Holders of Investor Certificates evidencing more than aggregating in excess of 50% of the aggregate unpaid principal amount related Investor Amount of each Series or(or in the case of a Series having more than one class of Investor Certificates, with respect to each class of such Series) and each Holder of any Series with two or more Classes, of each Class, interest in the Exchangeable Transferor Certificate other than the Transferor to the effect that such Investor Certificateholders disapprove of the liquidation of Trustee shall instruct the Servicer not to sell, dispose of, or otherwise liquidate the Receivables and wish to continue having Principal Receivables transferred instruct the Servicer to reconstitute the Trust upon the same terms and conditions as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectset forth herein, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, the Holders of more than 50% of the principal amount of each class of such Series and each Holder of any interest in the Exchangeable Transferor Certificate other than the Transferor, instruct the Trustee not to sell the portion of the Receivables allocable to such Series, the Trust shall continue with respect to such Series pursuant to the terms of the Agreement and the Supplement. If specified in the applicable Supplement, the holder of an Enhancement Investor Amount with respect to a Series shall be entitled to give instructions pursuant to this Section 9.2 as if such Enhancement Investor Amount were a class of such Series. The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the Aggregate Principal Receivables and (C) a fraction the numerator of which is the related Investor Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Receivables of all Series outstanding and (2) the Investor Amount of such Series. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition the Transferor or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservator, the conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph Section (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables allocable to the Investor Certificateholders and shall be allocated and deposited as Collections allocable to the Investor Certificateholders of the applicable Series in accordance with the Collection Account. The provisions of Article IV; provided that the Trustee shall determine conclusively without liability for such determination the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and (assuming that no Series elects to reconstitute the terms of each Supplement and Trust), the Trust shall terminate immediately thereafterterminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor shall consent to the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor (an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust Transferor and shall promptly give notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within For so long as any Series issued prior to the Amendment Closing Date remains outstanding, within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless , which notice shall request each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within 90 instruct the Servicer to take. If after 60 days from the date day notice pursuant to clause (i) above is first published from (x) the "Publication Date"), the Trustee shall not have received written instructions of Holders of Investor Certificates evidencing more than representing Undivided Interests aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a series having more than one class of investor certificates, with respect to any Series with two or more Classes, each class of each Class, such series) to the effect that such Investor Certificateholders disapprove of the liquidation of Trustee shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the Receivables and wish to continue having Principal Receivables transferred instruct the Servicer to reconstitute the Trust upon the same terms and conditions as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectset forth herein, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, the Holders of more than 50% of the principal amount of each class of such Series instruct the Trustee not to sell the portion of the Receivables allocable to such Series, the Trust shall continue with respect to such Series pursuant to the terms of the Agreement and the related Supplement. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction, the numerator of which is the related Investor Percentage of Collections of Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables for all Series outstanding and (2) the Invested Amount of such Series. The Trustee may obtain a prior determination from any such bankruptcy trustee, conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (asubsection 9.02(a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, however that the proceeds from any such sale, disposition or liquidation of Receivables with respect to a Series but not all of the outstanding Series shall be applied solely to make payments to such Series; provided further, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Certificateholders of one or more Series to continue the Trust with respect to such Series as provided in subsection 9.02(a) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. (d) The foregoing subsections 9.02(a), (b) and (c) shall no longer apply on and after the day following the Distribution Date on which the Aggregate Invested Amount plus interest accrued at the applicable Certificate Rate through the day prior to such Distribution Date has been paid in full with respect to the last remaining Series that was outstanding prior to the Amendment Closing Date. [End of Article IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect any of RFC, Centurion Bank or TRS voluntarily goes into liquidation or consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to any of RFC, Centurion Bank or TRS or of or relating to all or substantially all their respective property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the Sellers premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against any of RFC, Centurion Bank or TRS; or any of RFC, Centurion Bank or TRS shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the Sellers violates Section 2.07(c) benefit of its creditors or voluntarily suspend payment of its obligations; or either Transferor shall become unable for any reasonreason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (such voluntary liquidation, appointment entering of such decree, admission, filing, making, suspension or inability, a "Dissolution Event"), the Sellers Transferors or TRS shall promptly give notice of such event to the Trustee, and TRS shall on the day any of such Insolvency Event appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or violation occurs inability, as the case may be (the “"Appointment Date”Day"), immediately cease to sell Receivables to RFC under the Receivable Purchase Agreement and the Transferors will immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trusthereunder. Within 15 days of the Appointment Datereceipt by the Trustee of the notice of a Dissolution Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency a Dissolution Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless , which notice shall request each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within instruct the Servicer to take. If after 90 days from the date day notice pursuant to clause (i) above is first published from (x) the "Publication Date"), the Trustee shall not have received written instructions of Holders of Investor Certificates evidencing more than representing Undivided Interests aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a series having more than one class of investor certificates, with respect to any Series with two or more Classes, each class of each Class, such series) to the effect that such Investor Certificateholders disapprove of the liquidation of Trustee shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the Receivables and wish to continue having Principal Receivables transferred instruct the Servicer to reconstitute the Trust upon the same terms and conditions as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectset forth herein, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, the holders of more than 50% of the principal amount of each class of such Series instruct the Trustee not to sell the portion of the Receivables allocable to such Series, the Trust shall continue with respect to such Series pursuant to the terms of the Agreement and the Supplement. The portion of the Receivables allocable to any Series shall be determined in the same manner as such determination would be made pursuant to Section 12.02(c). The Transferors or any of their respective Affiliates shall be permitted to bid for the Receivables. In addition the Transferors or any of their respective Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservator, the conservator or receiver or liquidator that the terms and manner of any proposed proposed, sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided that the Trustee shall determine conclusively without liability for such determination the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables Yield Collections and the amount of such proceeds which are allocable to Principal ReceivablesCollections. The Insolvency Proceeds shall be allocated and On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Certificateholders, the Trust shall terminate immediately thereafter.terminate. [END OF ARTICLE IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If Transferor shall consent to the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against Transferor (an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders Holders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published from (x) published, Trustee shall have received written instructions of Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders Holders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violationEvent, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from for any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and Unless Trustee receives written instructions from Investor Holders as provided in subsection (a), on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms Holders of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonTransferor, the Sellers shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and Transferor shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days after a Responsible Officer of the Appointment DateTrustee receives notice of the Insolvency Event or otherwise learns of an Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and Trust Assets in a commercially reasonable manner and (ii) give send written notice to Investor Certificateholders the Noteholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 If after 30 days from the date day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall not have received written instructions from (x) a majority in interest of the Holders of Investor Certificates evidencing more than 50% each Class of Notes of a Series which is issued by the Trust for which an Opinion of Counsel is not delivered that such Class of Notes will be treated as debt for federal income tax purposes and a majority in interest of the aggregate unpaid principal amount holders of each Series or, with respect to any Series with two or more Classes, issuance of each Class, constituent interests in the Transferor Interest to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly not instruct the Servicer to sell, dispose of of, or otherwise liquidate the Receivables Trust Assets, the Trustee, subject to the following proviso, shall instruct the Servicer to proceed to take such preparatory actions as the Trustee may deem appropriate in order to sell, dispose of, or otherwise liquidate the Trust Assets in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids; provided, however, no such sale, disposition or liquidation, whether in whole or in part, of the Trust Assets shall be consummated until and unless the occurrence of refusal to provide the written response referred to above within the 30 days described above (a "Response"). The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Trust Assets pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately deposited in treated as Collections on the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables Included Leases and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders deposited in accordance with the provisions of Article IV and IV. On the terms of each Supplement and day following the Distribution Date on which such proceeds are scheduled to be distributed to the Noteholders, the Trust shall terminate immediately thereafterterminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonTransferor, the Sellers arrangement among the Investor Certificateholders and the Transferor shall dissolve and the Trust shall be liquidated in accordance with the following procedures. The Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables Subsequent Mortgage Loans and Additional Balances to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal ReceivablesSubsequent Mortgage Loans and Additional Balances, Principal Receivables Subsequent Mortgage Loans and Additional Balances transferred to the Trust prior to the occurrence of such Insolvency Event and Daily Investor Principal Collections in respect of such Principal Receivables and Finance Charge Receivables Daily Investor Interest Collections, whenever created, accrued in respect of such Principal Receivables, Mortgage Loans shall continue to be a part of the Trust. , and shall continue to be allocated and paid in accordance with Article V. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially Trust Balances of the Mortgage Loans as described below. The Trustee shall obtain a position listing from the Depository as of the record date established by the Trustee and make a reasonable terms and in a commercially reasonable manner and (ii) give notice attempt to solicit Investor Certificateholders describing the provisions of this Section and requesting instructions from with respect to such Holdersproposed sale. Unless within 75 days from the day the notice above is given, the Trustee shall have received written instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Percentage Interests of each Series orInvestor Certificates and the Person, with respect if any, designated by the Transferor prior to any Series with two or more Classes, of each Class, such Insolvency Event to the effect that such Investor Certificateholders and such Person, if any, disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each Balances of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectMortgage Loans, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Trust Balances of the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. By accepting its interest in an Investor Certificate hereunder, each Investor Certificateholder hereby delegates to the Certificate Insurer its right to give such instructions to the Trustee, unless a Certificate Insurer Default has occurred and is continuing. Any attempted designation of a Person for such purposes by the Transferor prior to an Insolvency Event which does not, by its terms, include an irrevocable written delegation to the Certificate Insurer of the designee's right to give such instructions to the Trustee shall be null and void and of no force and effect (unless a Certificate Insurer Default shall have occurred and be continuing prior to any such attempted designation). Unless a Certificate Insurer Default shall have occurred and be continuing, the Certificate Insurer may make such instruction on behalf of the Investor Certificateholders and such Person, if any, designated by the Transferor prior to such Insolvency Event. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Trust Balances of the Mortgage Loans pursuant to paragraph subsection (a) above (“Insolvency Proceeds”net of the Trustee's fees and expenses, including the fees and expenses of its counsel) shall be immediately treated as collections on the Trust Balances of the Mortgage Loans and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article V; provided, however, that the Trustee shall determine conclusively in its sole -------- ------- discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables Trust Interest and the amount of such proceeds which are allocable to Principal ReceivablesCollections. The Insolvency Proceeds Such proceeds shall be allocated distributed on the Distribution Date following the date such proceeds are received (the "Dissolution Distribution Date"). If the Certificate Insurer has elected to cause a termination of the Trust pursuant to subsection (a) above, the Certificate Insurance Policy will be available to cover the payment of the then-accrued and unpaid interest on the outstanding Investor Certificate Principal Balance at the Investor Certificate Rate, as well as the outstanding Investor Certificate Principal Balance, on the Dissolution Distribution Date, after giving effect to all other amounts distributed to Investor Certificateholders in accordance with Article IV and on or prior to such Dissolution Distribution Date. On the terms of each Supplement and day following the Dissolution Distribution Date, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article XI with respect to competitive bids. The Trustee may recover its reasonable actual third party expenses from the Trust Fund (in an amount not to exceed $10,000) if Investor Certificateholders evidencing more than 50% of the aggregate Percentage Interests of Investor Certificates and the Person designated by the Transferor prior to an Insolvency Event, or the Certificate Insurer, on their behalf, vote not to sell the Trust Balances of the Mortgage Loans.

Additional Rights Upon the Occurrence of Certain Events. (a) If any event set forth in Section 9.1(a) or (b) shall occur (any such event, an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such ---------------- Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal --------------- Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event and the arrangement among the parties created hereby shall be deemed to have been dissolved, subject to the liquidation and winding up procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 75 days from the date day notice pursuant to clause (i) above is first published from (x) published, the Trustee shall have received written instructions of Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before Receivables. If such Insolvency Event or violation, and (y) each vote disapproving of liquidation of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectReceivables has not been obtained, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine -------- conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. [End of Article IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor shall consent to the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor (an "Insolvency Event"), on the day of such Insolvency Event (the "Appointment Day") the following actions shall be taken and processes begun: (i) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonshall have occurred, the Sellers Transferor shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give written notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in with respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, thereto shall continue to be a part of the Trust. Within Trust and will be a part of the Trust and will be allocated and paid in accordance with Article IV. (ii) If an Insolvency Event shall have occurred, this Agreement and the Trust shall be deemed to have terminated, subject to the liquidation, winding-up and dissolution procedures described below; provided, however, that within 15 -------- -------- days of the Appointment Datedate of written notice to the Trustee, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred occurred, that the Trust has terminated, and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables this Agreement in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids (a "Disposition"), and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to effectuate a Disposition, or (B) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall instruct the Servicer to take, or (C) the Investor Certificateholder wishes the Servicer to effect a Disposition. If after 90 days from the day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall not have received the written instruction described in clause (A) above from Holders of Investor Certificates representing Undivided Interests aggregating in excess of 50% of the related Invested Amount of each Series (or, in the case of a Series having more than one Class, each Class of such Series) and the holders of any Supplemental Certificates or any other interest in the Exchangeable Transferor Certificate other than the Transferor as provided in Section 6.3(b) for each Series, (a "Holders' Majority"), the Trustee shall instruct the Servicer to effectuate a Disposition, and the Servicer shall proceed to consummate a Disposition. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, a Holders' Majority instruct the Trustee not to effectuate a Disposition of the portion of the Receivables allocable to such Series, the Trust shall be reconstituted and continue with respect to such Series pursuant to the terms of this Agreement and the applicable Supplement (as amended in connection with such reconstitution). The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction, the numerator of which is the related Investor Percentage of Interest Collections and the denominator of which is the sum of all Investor Percentages with respect to Interest Collections for all Series outstanding and (2) the Invested Amount of such Series. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition, the Transferor or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation Distribution are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Disposition pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately deposited in treated as Collections on the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders deposited in accordance with the provisions of Article IV IV; provided, however, -------- ------- that the proceeds from a Disposition with respect to any Series shall be applied solely to make payments to such Series; provided, further, that the Trustee -------- ------- shall determine conclusively in its sole discretion the amount of such proceeds that are allocable to Interest Collections and the terms amount of such proceeds that are allocable to Collections of Principal Receivables. Unless the Trustee receives written instructions from Investor Certificateholders of one or more Series to continue the Trust with respect to such Series as provided in subsection 9.2(a) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor or FNBO shall consent to the appointment of a conservator, receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor or FNBO (an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published from (x) published, the Trustee shall have received written instructions of Holders of Investor Certificates evidencing more than 50% of each Class of the aggregate unpaid principal amount Investor Interest of each Series or, with respect to any Series with two or more Classes, of each Class, issued and outstanding to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violationEvent, the Trust shall terminate and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) Notwithstanding the termination of the Trust in accordance with subsection 9.02(a), the rights of the Certificateholders to amounts due hereunder shall continue until payment in full of such amounts. The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV, provided that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. . (c) The Insolvency Proceeds shall be allocated and distributed Trustee may appoint an agent or agents to Investor Certificateholders in accordance assist with its responsibilities pursuant to this Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafterIX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency a Bankruptcy Event occurs shall occur with respect to any of Transferor, this Agreement (other than this Section 9.3) and the Sellers or any of the Sellers violates Section 2.07(c) for any reason, the Sellers Trust shall be deemed to have terminated on the day any such Insolvency Event or violation occurs (of the “Appointment Date”), immediately cease to transfer Principal Receivables to Bankruptcy Event. Within seven Business Days of the Trust and shall promptly give date of written notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal ReceivablesBankruptcy Event, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment Date, the Trustee shall shall: (i) publish a notice in an Authorized Newspaper that an Insolvency a Bankruptcy Event or violation has occurred with respect to Transferor, that the Trust has terminated, and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice Related Transferred Assets pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables this Agreement in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids (a "Disposition"), and (ii) send written notice to the Investor Certificateholders describing the provisions of this section and requesting each Investor Certificateholder to advise Trustee in writing whether (A) it wishes Trustee to instruct Servicer not to effectuate a Disposition, (B) it refuses to advise Trustee as to the specific action Trustee shall instruct Servicer to take or (C) it wishes Servicer to effect a Disposition. If, after 60 days from the day notice pursuant to subsection (a)(i) is first published (the "Publication Date"), Trustee shall not have received the written instruction described in subsection (a)(ii)(A) from Holders representing at least a majority in interest within the meaning of Internal Revenue Service Revenue Procedure 94-46 (or subsequent authority promulgated by the Internal Revenue Service), determined as if the Trust were classified as a partnership for Federal income tax purposes (a "majority in interest"), of all outstanding Series of Investor Certificates, Trustee shall instruct Servicer to effectuate a Disposition, and Servicer shall proceed to consummate a Disposition. If, however, Holders representing at least a majority of interest of all Series of Investor Certificates instruct Trustee not to effectuate a Disposition, the Trust shall be reconstituted and continue pursuant to the terms of this Agreement. (b) Notwithstanding the termination of this Agreement and the Trust pursuant to subsection (a), the proceeds from any Disposition of the Receivables and the Related Transferred Assets pursuant to subsection (a) shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with the provisions of Article IV. (c) Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this section with respect to competitive bids. (d) Transferor or any of its Affiliates shall be permitted to bid for the Receivables and the Related Transferred Assets. The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation Disposition are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (be) The proceeds from Notwithstanding the sale, disposition or liquidation termination of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement this Agreement and the Trust pursuant to subsection (a), Trustee shall terminate immediately thereaftercontinue to have the rights described in Section 9.2 and Article XI, and be subject to direction on terms consistent with those set out in Section 11.14, pending the completion of any Disposition and/or the reconstitution of the Trust.

Additional Rights Upon the Occurrence of Certain Events. (a) If any event set forth in Section 9.1(a) or (b) shall occur (any such event, an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event and the arrangement among the parties created hereby shall be deemed to have been dissolved, subject to the liquidation and winding up procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 75 days from the date day notice pursuant to clause (i) above is first published from (x) published, the Trustee shall have received written instructions of Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before Receivables. If such Insolvency Event or violation, and (y) each vote disapproving of liquidation of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectReceivables has not been obtained, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. [End of Article IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Transferors or any of the Sellers Transferors violates Section 2.07(c) for any reason, the Sellers Transferors shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days after receipt of such notice by the Trustee of the Appointment Dateoccurrence of such Insolvency Event or violation of Section 2.07(c), the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders and each Series Enhancer entitled thereto pursuant to the relevant Supplement describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, (y) to the extent provided in the relevant Supplement, any Series Enhancer with respect to such Series, and (yz) each of the Sellers Transferors (other than the Seller Transferor that is the subject of such Insolvency Event or violation), including any Additional SellerTransferor, any holder Holder of a Supplemental Certificate Interest and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include by the solicitation of competitive bidsbids and on terms equivalent to the best purchase offer as determined by the Trustee. The Transferors and Affiliates and agents of the Transferors shall not be entitled to participate as a bidder in such sale of the Receivables. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement Supplement, and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor voluntarily goes into liquidation or consents to the appointment of a conserva- tor or receiver or liquidator in any insolvency, read- justment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all their respec- tive property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceed- ings, or for the winding-up or liquidation of its af- fairs, shall have been entered against the Transferor; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file a peti- tion to take advantage of any applicable insolvency or reorganization statute, make an Insolvency Event occurs with respect to any assignment for the bene- fit of its creditors or voluntarily suspend payment of its obligations; or the Sellers or any of the Sellers violates Section 2.07(c) Transferor shall become unable for any reasonreason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or inabili- ty, a "Dissolution Event"), the Sellers Transferor shall promptly give notice of such event to the Trustee, and the Trans- feror shall on the day any of such Insolvency Event appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or violation occurs inability, as the case may be (the “"Appointment Date”Day"), immediately cease to transfer Principal Princi- pal Receivables to the Trust and shall promptly give notice to the Trustee thereofhereunder. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Dissolution Event and Collections in respect of such Principal Receivables Re- ceivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, created shall continue to be a part of the Trust, and such Collec- tions shall continue to be allocated and deposited in accordance with the provisions of Article IV. Within 15 days of the Appointment Datereceipt by the Trustee of the notice of a Dissolution Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency a Dissolution Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders and any Enhancement Provider entitled thereto describing the provisions of this Section Sec- tion 9.2 and requesting instructions from such Holders. Unless , which notice shall request each Investor Certificatehold- er to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificatehold- er wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables, or (C) the Investor Certifi- cateholder refuses to advise the Trustee as to the spe- cific action the Trustee shall have received instructions within instruct the Servicer to take. If after 90 days from the date day notice pursuant to clause (i) above is first published from (xthe "Publication Date"), the Trustee shall not have received written instructions of Holders (other than the Transferor or any of its Affiliates) Holders of Investor Certificates evidencing more than representing Undivided Interests aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a Series having more than one class of Investor Certifi- xxxxx, with respect to any Series with two or more Classes, each class of each Class, such Series) to the effect that such Investor Certificateholders disapprove of the liquidation of Trustee shall instruct the Servicer not to sell, dispose of, or otherwise liquidate the Receivables and wish to continue having Principal Receivables transferred in- struct the Servicer to reconstitute the Trust upon the same terms and conditions as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectset forth herein, the Trustee Trust- ee shall promptly instruct the Servicer to proceed to sell, dispose of dis- pose of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable rea- sonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that bids and the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 Servicer shall not be deemed proceed to be mutually exclusive.con- (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables allocable to the Investor Certificateholders and shall be allocated and deposited as Collections allocable to the Investor Certificateholders of the applicable series in accordance with the Collection Account. The provisions of Article IV; provided that the Trustee shall determine conclusively without liability for such determination the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables Receiv- xxxxx and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and (assuming that no Series elects to reconstitute the terms of each Supplement and Trust), the Trust shall terminate immediately thereafter.terminate. (END OF ARTICLE IX) 108

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Transferor or any holder of an interest in the Sellers violates Section 2.07(c) for any reasonExchangeable Transferor Certificate, the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust, and shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred occurred, that the Trust has dissolved and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to (w) any Holder of the Exchangeable Transferor Certificate and any holder of an interest in the Exchangeable Transferor Certificate with respect to which the Insolvency Event has not occurred, (x) the Investor Certificateholders Certificateholders, (y) each Enhancement Provider, if any, and (z) any other Person entitled thereto pursuant any Supplement describing the provisions of this Section and requesting instructions from such Holders9.2. Unless the Trustee shall have received instructions within 90 75 days from the date day notice pursuant to clause (i) above is first published the Trustee shall have received written instructions from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class) and from each person described in (ii)(w), (ii)(y) and (ii)(z) to the effect that such Investor Certificateholders Persons disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectReceivables, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. In the event that, in accordance with the result of the voting procedures set forth above, the Receivables are not sold at the time of dissolution, the Trustee shall retain the Receivables (and no Receivables shall thereafter be added to the Trust) and apply Collections thereon in accordance with the provisions in Article IV. Notwithstanding the foregoing, the Trustee shall cause any remaining Receivables and Participations to be disposed of in a manner so that the Trust is liquidated on or prior to the date that is three (3) years after the Appointment Date. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately deposited in treated as Collections on the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders deposited in accordance with the provisions of Article IV and IV. On the terms day following the Distribution Date on which the proceeds from any sale, disposition or liquidation of the Receivables are distributed to the Investor Certificateholders of each Supplement and Series pursuant to Article IV, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. [End of Article IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect a Liquidation Notice is delivered to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonSeller, the Sellers Eligible Loans shall be liquidated in accordance with the following procedures. The Seller shall on the day any such Insolvency Event or violation occurs Liquidation Notice is delivered (the “Appointment Liquidation Notice Date”), ) immediately cease to transfer Principal Receivables Eligible Loans to the Trust and shall promptly give notice to Administrative Agent (on behalf of the Trustee thereofOwners). Notwithstanding any cessation of the transfer to the Trust Administrative Agent of additional Principal ReceivablesEligible Loans, Principal Receivables Eligible Loans transferred to the Trust Administrative Agent (on behalf of the Owners) prior to the occurrence of such Insolvency Liquidation Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, the Eligible Loans shall continue to be a part of the Trustallocated and paid in accordance with Articles II and IV. Within 15 days of the Appointment Liquidation Notice Date, the Trustee Administrative Agent shall (i) publish a notice in an Authorized Newspaper that an Insolvency a Liquidation Event or violation has occurred and that the Trustee Administrative Agent intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% Outstanding Principal Balances of the aggregate unpaid principal amount of each Series or, Eligible Loans as described below. The Administrative Agent shall make a reasonable attempt to solicit the Seller with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee proposed sale. The Administrative Agent shall promptly sell, dispose of or otherwise liquidate the Receivables Outstanding Principal Balances of the Eligible Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee Administrative Agent may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Outstanding Principal Balances of the Eligible Loans pursuant to paragraph subsection (a) above (“Insolvency Proceeds”net of the Administrative Agent’s fees and expenses, including the fees and expenses of its counsel) shall be immediately deposited in treated as Collections on the Collection Account. The Trustee shall determine conclusively the amount Outstanding Principal Balances of the Insolvency Proceeds which are deemed to be Finance Charge Receivables Eligible Loans and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders deposited in accordance with Article IV the provisions of Articles II and IV; provided, however, that the Administrative Agent shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Collections and the terms amount of each Supplement and such proceeds which are allocable to Principal Collections. Such proceeds shall be distributed on the Trust shall terminate immediately thereafterDistribution Date following the date such proceeds are received (the “Liquidation Distribution Date”). (c) The Administrative Agent may appoint an agent or agents to assist with its responsibilities pursuant to this Article XI with respect to competitive bids. The Administrative Agent may recover its reasonable actual third party expenses.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs Upon the occurrence of any event described in Section 9.1(a) with respect to any of the Sellers Originator or any of the Sellers violates Section 2.07(c) for any reasonSeller (an "Insolvency Event"), the Sellers Seller shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofTrustee, the Rating Agencies, each Enhancement Provider and each Purchaser Representative of such Insolvency Event. Notwithstanding any cessation of the transfer Conveyance to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been Conveyed to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV, any Supplement and any Receivables Purchase Agreement. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to each Investor Certificateholders Certificateholder, each Purchaser Representative and Enhancement Provider, if applicable, describing the provisions of this Section 9.2 and requesting instructions from such HoldersInvestor Certificateholders, Enhancement Providers and Purchaser Representatives. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published published, the Trustee shall have received written instructions from (xA) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Certificate Series, (B) in the case of any Certificate Series or, with respect to any Series with two or more Classeswhich there is an Enhancement Invested Amount, of the applicable Enhancement Provider, and (C) each Class, Purchaser Representative to the effect that such Investor Certificateholders Certificateholders, Enhancement Provider, if applicable, and such Purchaser Representatives disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred Conveyed to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectEvent, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable termsterms and to maximize the proceeds of such disposition or other liquidation of the Receivables, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV, any Supplement and any Receivables Purchase Agreement; provided that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated Unless the Trustee receives written instructions from Investor Certificateholders, Enhancement Providers and Purchaser Representatives as provided in subsection 9.2(a) above, on the day following the last Distribution Date in the Due Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV of each Certificate Series and the terms Receivables Purchasers of each Supplement and Receivables Purchase Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonCompany occurs, the Sellers Company shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such occurrence. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables interest, whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment DateTrustee's receipt of notice of the occurrence of an Insolvency Event in accordance with Section 7.1, if the Aggregate Invested Amount and all accrued and unpaid interest thereon have not been paid to the Investor Certificateholders, then the Trustee shall (i) publish a notice in a newspaper with a national circulation (an Authorized Newspaper "AUTHORIZED NEWSPAPER") that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and the other Trust Assets in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section and requesting request instructions from such Holders. Unless holders, which notice shall request each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within 90 instruct the Servicer to take. If after 60 days from the date day notice pursuant to clause (i) above is first published from (the "PUBLICATION DATE"), the Trustee shall not have received written instructions of (x) Holders holders of Investor Certificates evidencing more than representing undivided interests in the Trust aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a series having more than one Class of Investor Certificates, with respect to any Series with two or more Classes, each Class of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, series) selecting option (A) above and (y) each if the owners of the Sellers Exchangeable Company Interest do not include the Company (other than and following the Seller that is delivery of written notice in the subject of form referred to above by the Company to such Insolvency Event or violationowners), including any Additional Seller, any holder the owners thereof representing undivided interests in the Trust aggregating in excess of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect50% of the Company Interest, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables and the other Trust Assets in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables and the other Trust Assets as provided above with the highest bidder therefor; PROVIDED, HOWEVER, that if the allocable sale price, less all reasonable fees, expenses and other amounts due hereunder to the Trustee, its agents and counsel to the Trustee, to be realized from such sale, liquidation or disposition would be less than the Aggregate Invested Amount plus accrued and unpaid interest thereon through the Distribution Date next succeeding the date of such sale, the Trustee must receive the prior unanimous consent of all the Investor Certificateholders to such sale, liquidation or disposition. The Company or any of its Affiliates shall be permitted to bid for the Receivables and the other Trust Assets. In addition, the Company or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables and the other Trust Assets at such matched bid price. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 7.1 and 9.02 7.2 shall be cumulative and not be deemed to be mutually exclusive. The costs and expenses incurred by the Trustee in such sale shall be reimbursable to the Trustee as provided in Section 8.5. (b) The proceeds from the sale, liquidation or disposition or liquidation of the Receivables and the other Trust Assets pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be treated as Collections on the Receivables and such proceeds will be distributed to any Servicers who are not Affiliates of the Company for the payment of servicing fees and to the Trustee in an amount equal to the amount of any expenses incurred by the Trustee acting in its capacity either as Trustee or as liquidating agent pursuant to subsection 7.2(a) above which have not otherwise been reimbursed prior thereto. Thereafter, the remaining funds, if any, shall be distributed (i) to holders of each Series after immediately being deposited in the Collection Account. The Trustee shall determine conclusively , in accordance with the amount provisions of subsection 3.1(d) and the Insolvency Proceeds which are deemed related Supplement for such Series and (ii) after giving effect to the transfer to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds made pursuant to the preceding clause (i) the remainder, if any, shall be allocated to the Company Interest and distributed shall be released to Investor Certificateholders in accordance with Article IV and the terms owner of each Supplement and the Trust shall terminate immediately thereafterExchangeable Company Interest upon cancellation thereof.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Seller or any of the Sellers Seller violates Section 2.07(c2.06(a) for any reason, the Sellers Seller shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”), ") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event or violation. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event or violation and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, created or accrued in respect of such Principal Receivables, Receivables shall continue to be a part of the Trust. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (iii) above is first published given from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, then the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such applicable conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Non-Principal Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If any event set forth in subsection 9.1(a) or (b) shall occur (any such event, an “Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent”), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “Appointment DateDay”), ) immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event and the arrangement among the parties created hereby shall be deemed to have been dissolved, subject to the liquidation and winding-up procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 75 days from the date day notice pursuant to clause (i) above is first published the Trustee shall have received written instructions from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include by the solicitation of competitive bidsbids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 Section 9.1 and 9.02 this Section 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”subsection 9.2(a) shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If Upon the occurrence of an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent, the Sellers Transferor shall promptly give notice of such event to the Trustee, and the Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”Day"), immediately cease to --------------- transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofhereunder. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, created shall continue to be a part of the Trust, and such Collections shall continue to be allocated and deposited in accordance with the provisions of Article IV. Within 15 days of the Appointment Datereceipt by the Trustee of the notice of an Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders and any Enhancement Provider entitled thereto describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless , which notice shall request each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within instruct the Servicer to take. If after 90 days from the date day notice pursuant to clause (i) above is first published from (x) the "Publication ----------- Date"), the Trustee shall not have received written instructions of Holders of ---- Investor Certificates evidencing more than aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a Series having more than one Class of Investor Certificates, with respect to each Class of such Series), each Holder of any Series with two or more Classes, of each Class, interest in the Exchangeable Transferor Certificate other than the Transferor and any other Person specified in any Supplement to the effect that such Investor Certificateholders disapprove of the liquidation of Trustee shall instruct the Servicer not to sell, dispose of, or otherwise liquidate the Receivables and wish to continue having Principal Receivables transferred instruct the Servicer to reconstitute the Trust upon the same terms and conditions as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectset forth herein, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, the Holders of more than 50% of the principal amount of each Class of such Series and each Holder of any interest in the Exchangeable Transferor Certificate other than the Transferor instruct the Trustee not to sell the portion of the Receivables allocable to such Series, the Trust shall continue with respect to such Series pursuant to the terms of this Agreement and the related Supplement. If specified in the applicable Supplement, the holder of an Enhancement Invested Amount with respect to a Series shall be entitled to give instructions pursuant to this Section 9.2 as if such Enhancement Invested Amount were a Class of such Series. The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the Aggregate Principal Receivables and (C) a fraction the numerator of which is the related Invested Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Invested Percentages with respect to Finance Charge Receivables of all Series outstanding and (2) the Invested Amount of such Series. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition the Transferor or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservator, the conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph Section (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables allocable to the Investor Certificateholders and shall be allocated and deposited as Collections allocable to the Investor Certificateholders of the applicable Series in accordance with the Collection Account. The provisions of Article IV; provided, -------- however, that the Trustee shall determine conclusively without liability for ------ such determination the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and (assuming that no Series elects to reconstitute the terms of each Supplement and Trust), the Trust shall terminate immediately thereafter.terminate. [END OF ARTICLE IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If Effective as of the 1990 Trust Termination Date, if an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonSeller, the Sellers Seller shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”), ") immediately cease to transfer Principal Receivables Dealer Notes to the Master Trust and shall promptly give notice to the Master Trust Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Master Trust of additional Principal ReceivablesDealer Notes, Principal Receivables Dealer Notes transferred to the Master Trust prior to the occurrence of such Insolvency Event and Collections collections in respect of such Principal Receivables and Finance Charge Receivables Dealer Notes whenever created, created or accrued in respect of such Principal ReceivablesDealer Notes, shall continue to be a part of the Master Trust. Upon the Appointment Date, the Master Trust shall terminate, subject to the liquidation, winding-up and dissolution procedures described below, and provided that the rights and obligations of the parties to this agreement shall not terminate during such liquidation, winding-up and dissolution. Within 15 days of the Appointment Date, the Master Trust Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Master Trust Trustee intends to sell, dispose of or otherwise liquidate the Receivables Dealer Notes on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section 9.02 and requesting instructions from such Holdersholders. Unless the Master Trust Trustee shall have received instructions instruction within 90 days from the date notice pursuant to clause (iii) above is first published given from (x) Holders holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Series Invested Amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables Dealer Notes and wish to continue having Principal Receivables transferred reconstitute the Master Trust pursuant to the Trust as before such Insolvency Event or violation, terms of this Agreement and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, then the Master Trust Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Dealer Notes in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Master Trust Trustee may obtain a prior determination from any such applicable conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Dealer Notes pursuant to paragraph (a) of this Section 9.02 (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Collections Account. The Master Trust Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Principal Collections and Dealer Finance Charge Receivables and Principal ReceivablesCollections. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafterSupplement.

Additional Rights Upon the Occurrence of Certain Events. (a) If any event set forth in Section 9.1(a) or (b) shall occur (any such event, an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event and the arrangement among the parties created hereby shall be deemed to have been dissolved, subject to the liquidation and winding up procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 75 days from the date day notice pursuant to clause (i) above is first published from (x) published, the Trustee shall have received written instructions of Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Depositor or any of the Sellers Depositor violates Section 2.07(c) for any reason, the Sellers Depositor shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections Collection in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days after receipt of such notice by the Trustee of the Appointment Dateoccurrence of such Insolvency Event or violation of Section 2.07(c), the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders and each Series Enhancer entitled thereto pursuant to the relevant Supplement describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred Transferred to the Trust as before such Insolvency Event or violation, and (y) to the extent provided in the relevant Supplement, the Series Enhancer with respect to such Series, to such effect, and (z) each of the Sellers holder (other than the Seller that is Depositor with respect to which the subject of such Insolvency Event or violation), including any Additional Seller, any holder occurred) of a Supplemental the Depositor's Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain and conclusively rely upon a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections Section 9.01 and 9.02 shall not be deemed to be mutually exclusive. References to the Depositor in this Section 9.02 include any Additional Depositor. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency a Liquidation Event occurs with respect to any of or the Sellers or any of the Sellers Depositor violates Section 2.07(c2.06(a) hereof for any reasonreason (and such violation becomes an "Early Amortization Event" under subclause (iii) of Section 9.01(d) hereof), the Sellers BCRC shall on the day any such Insolvency Liquidation Event or Early Amortization Event occurs because of such violation occurs (the “"Appointment Date”), ") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Liquidation Event or Early Amortization Event occurring because of such violation. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Liquidation Event or Early Amortization Event occurring because of such violation and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, created or accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 Furthermore, within fifteen (15) days of the Appointment Datedate of an event specified in Section 9.01(b) or Section 9.01(c) hereof with respect to the Depositor or an Early Amortization Event occurring due to the Depositor violating Section 2.06(a) hereof for any reason, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency such event or Early Amortization Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on 'SS' 9.02 commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Registered Certificateholders and the Holder of the Variable Funding Certificate describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 ninety (90) days from the date notice pursuant to clause (iii) above is first published given from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violationReceivables, and (y) each the Holder of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Variable Funding Certificate and any permitted assignee or successor under Section 7.02, to such effect, then the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Receivables, or cause to be sold, disposed of or otherwise liquidated, in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids; provided that if such sale, disposition or liquidation is being made solely on account of the Depositor's violation of Section 2.06(a) hereof, then the Trustee shall effect such sale, disposition or liquidation, to be effected only if the net proceeds of such sale, disposition or liquidation, applied in accordance with subsection (b) of this Section 9.02, will be sufficient to pay accrued interest on each Series of Certificates plus the outstanding principal balance of each Series of Certificates. The Trustee may obtain and conclusively rely upon a prior determination from any such applicable conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections Section 9.01 hereof and this Section 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) above (“Insolvency "Trust Liquidation Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Trust Liquidation Proceeds which are deemed to be Finance Charge Non-Principal Receivables and Principal Receivables. The Insolvency Trust Liquidation Proceeds shall be allocated and distributed to Investor Certificateholders and the Holder of the Variable Funding Certificate in accordance with Article IV hereof and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reason, the Sellers shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment DateTrustee's receipt of notice of the occurrence of an Insolvency Event in accordance with Section 7.01, if the Trustee Aggregate Invested Amount and all accrued and unpaid interest thereon have not been paid to the Investor Certificateholders, then the Trustee, in accordance with the written directions of the Servicer shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and the other Trust Assets in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section and requesting request instructions from such Holders. Unless holders, which notice shall request each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within 90 instruct the Servicer to take. If after 60 days from the date day notice pursuant to clause (i) above is first published from (the "Publication Date"), the Trustee shall not have received written instructions of (x) Holders holders of Investor Certificates evidencing more than representing undivided interests in the Trust aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a series having more than one Class of Investor Certificates, with respect to any Series with two or more Classes, each Class of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, series) selecting option (A) above and (y) each if the owners of the Sellers Exchangeable Company Interest do not include the Company (other than and following the Seller that is delivery of written notice in the subject of form referred to above by the Company to such Insolvency Event or violationowners), including any Additional Seller, any holder the owners thereof representing undivided interests in the Trust aggregating in excess of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect50% of the Company Interest, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables and the other Trust Assets in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables and the other Trust Assets as provided above with the highest bidder therefor; provided, however, that if the allocable sale price, less all reasonable fees, expenses and other amounts due hereunder to the Trustee, its agents and counsel to the Trustee, to be realized from such sale, liquidation or disposition would be less than the Aggregate Invested Amount plus accrued and unpaid interest thereon through the Distribution Date next succeeding the date of such sale, the Trustee must receive the prior unanimous consent of all the Investor Certificateholders to such sale, liquidation or disposition. The Company or any of its Affiliates shall be permitted to bid for the Receivables and the other Trust Assets. In addition, the Company or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables and the other Trust Assets at such matched bid price. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 7.01 and 9.02 7.02 shall be cumulative and not be deemed to be mutually exclusive. (b) . The proceeds from costs and expenses incurred by the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) Trustee in such sale shall be immediately deposited reimbursable to the Trustee as provided in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafterSection 8.05.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonCompany occurs, the Sellers Company shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such occurrence. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables interest, whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of receipt by a Responsible Officer of the Appointment DateTrustee of written notice of the occurrence of an Insolvency Event in accordance with Section 7.1, if the Aggregate Invested Amount and all accrued and unpaid interest thereon have not been paid to the Investor Certificateholders, then the Trustee shall (i) publish a notice in a newspaper with a national circulation (an Authorized Newspaper "AUTHORIZED NEWSPAPER") that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and the other Trust Assets in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section and requesting request instructions from such Holders. Unless holders, which notice shall request each Investor Certificateholder to advise the Trustee shall have received instructions within 90 in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee not to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets, or (B) the Investor Certificateholder wishes the Trustee to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee to take. If after 60 days from the date day notice pursuant to clause (i) above is first published from (the "PUBLICATION DATE"), the Trustee shall not have received written instructions of (x) Holders holders of Investor Certificates evidencing more than representing undivided interests in the Trust aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a series having more than one Class of Investor Certificates, with respect to any Series with two or more Classes, each Class of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, series) selecting option (A) above and (y) each if the owners of the Sellers Exchangeable Company Interest do not include the Company (other than and following the Seller that is delivery of written notice in the subject of form referred to above by the Company to such Insolvency Event or violationowners), including any Additional Seller, any holder the owners thereof representing undivided interests in the Trust aggregating in excess of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect50% of the Company Interest, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables and the other Trust Assets in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables and the other Trust Assets as provided above with the highest bidder therefor; PROVIDED, HOWEVER, that if the allocable sale price, less all reasonable fees, expenses and other amounts due hereunder to the Trustee, its agents and counsel to the Trustee, to be realized from such sale, liquidation or disposition would be less than the Aggregate Invested Amount plus accrued and unpaid interest thereon through the Distribution Date next succeeding the date of such sale, the Trustee must receive the prior unanimous consent of all the Investor Certificateholders to such sale, liquidation or disposition. The Company or any of its Affiliates shall be permitted to bid for the Receivables and the other Trust Assets. In addition, the Company or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables and the other Trust Assets at such matched bid price. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 7.1 and 9.02 7.2 shall not be deemed cumulative. The costs and expenses incurred by the Trustee in such sale shall be reimbursable to be mutually exclusivethe Trustee as provided in Section 8.5. (b) The proceeds from the sale, liquidation or disposition or liquidation of the Receivables and the other Trust Assets pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be treated as Collections on the Receivables and such proceeds will be distributed to holders of each Series after immediately being deposited in the Collection Account, in accordance with the provisions of subsection 3.1(d) and the related Supplement for such Series. The After giving effect to all such deposits, the remaining funds, if any, shall be (i) paid to the Trustee shall determine conclusively in an amount equal to the amount of any expenses incurred by the Insolvency Proceeds Trustee acting in its capacity either as Trustee or as liquidating agent pursuant to subsection 7.2(a) above which are deemed have not otherwise been reimbursed prior thereto and (ii) after giving effect to the transfer to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds made pursuant to the preceding clause (i), if applicable, the remainder, if any, shall be allocated to the Company Interest and distributed shall be released to Investor Certificateholders in accordance with Article IV and the terms owner of each Supplement and the Trust shall terminate immediately thereafterExchangeable Company Interest upon cancellation thereof.

Additional Rights Upon the Occurrence of Certain Events. (a) If (x) the Transferor shall consent to the appointment of a bankruptcy trustee or receiver or liquidator for the winding- up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor or Metris (an "Insolvency Event"), on the day of such Insolvency Event (the "Appointment Day") or (y) the Retained Percentage shall at any time be equal to or less than 2% (a "Trigger Event"), the following actions shall be taken and processes begun: (i) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonshall have occurred, the Sellers Transferor shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give written notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections receivables accrued in respect of such Principal Receivables and Finance Charge Receivables (other than Discount Option Receivables), whenever created, accrued in respect of such Principal ReceivablesReceivables that have been transferred to the Trust, shall continue to be a part of the Trust. Within , and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (ii) If an Insolvency Event or a Trigger Event shall have occurred this Agreement and the Trust shall be deemed to have terminated, subject to the liquidation, winding-up and dissolution procedures described below; provided, however, that within 15 days of the Appointment Datedate of written notice to the Trustee, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation a Trigger Event has occurred occurred, that the Trust has terminated, and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables this Agreement in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids (a "Disposition"), and (ii) send written notice to the Investor Securityholders describing the provisions of this Section 9.2 and requesting each Investor Securityholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Securityholder wishes the Trustee to instruct the Servicer not to effectuate a Disposition, or (B) the Investor Securityholder refuses to advise the Trustee as to the specific action the Trustee shall instruct the Servicer to take or (C) the Investor Securityholder wishes the Servicer to effect a Disposition. If after 90 days from the day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall not have received the written instruction described in clause (A) above from Holders of Investor Securities representing Undivided Interests aggregating in excess of 50% of the related Invested Amount of each Series (or, in the case of a Series having more than one Class, each Class of such Series) and the holders of any Supplemental Securities or any other interest in the Exchangeable Transferor Security other than the Transferor as provided in Section 6.3(b) for each Series, a "Holders' Majority"), the Trustee shall instruct the Servicer to effectuate a Disposition, and the Servicer shall proceed to consummate a Disposition. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, a Holders' Majority instruct the Trustee not to effectuate a Disposition of the portion of the Receivables allocable to such Series, the Trust shall be reconstituted and continue with respect to such Series pursuant to the terms of this Agreement and the applicable Supplement (as amended in connection with such reconstitution). The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the numerator of which is the related Investor Percentage of Finance Charge Collections and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Collections for all Series outstanding and (2) the Invested Amount of such Series. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition, the Transferor or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation Distribution are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Disposition pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, however, that the proceeds from a Disposition with respect to any Series shall be applied solely to make payments to such Series; provided further, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds which such proceeds that are deemed allocable to be Finance Charge Receivables Collections and the amount of such proceeds that are allocable to Collections of Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Securityholders of one or more Series to continue the Trust with respect to such Series as provided in subsection 9.2(a) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms Securityholders of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. [End of Article IX] ARTICLE X

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonSeller, the Sellers arrangement among the Certificateholders and the Seller shall dissolve and the Trust shall be liquidated in accordance with the following procedures. The Seller shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables Additional Balances to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal ReceivablesAdditional Balances, Principal Receivables Additional Balances transferred to the Trust prior to the occurrence of such Insolvency insolvency Event and Daily Principal Collections in respect of such Principal Receivables and Finance Charge Receivables Daily Interest Collections, whenever created, accrued in respect of such Principal Receivables, the Mortgage Loans shall continue to be a part of the Trust. , and shall continue to be allocated and paid in accordance with Article V. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially Trust Balances of the Mortgage Loans as described below. The Trustee shall obtain a position listing from the Depository as of the record date established by the Trustee and make a reasonable terms and in a commercially reasonable manner and (ii) give notice attempt to Investor solicit Certificateholders describing the provisions of this Section and requesting instructions from with respect to such Holdersproposed sale. Unless within 75 days from the day the notice above is given, the Trustee shall have received written instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% 501 of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, Investor Interest to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each Balances of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectMortgage Loans, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Trust Balances of the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Trust Balances of the Mortgage Loans pursuant to paragraph subsection (a) above (“Insolvency Proceeds”net of the Trustee's fees and expenses, including the fees and expenses of its counsel) shall first be immediately paid to the Certificate Insurer to the extent of unreimbursed draws under the Certificate Insurance Policy and other amounts owing to the Certificate Insurer pursuant to the Insurance Agreement. Any remaining amounts shall be treated as Collections on the Trust Balances of the Mortgage Loans and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article V; provided, however, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables Trust Interest and the amount of such proceeds which are allocable to Principal ReceivablesCollections. The Insolvency Proceeds shall be allocated and On the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article XI with respect to competitive bids. The Trustee may recover its reasonable actual third party expenses from the Trust Fund (in an amount not to exceed $___________) if Certificateholders vote not to sell the Trust Balances of the Mortgage Loans.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonCompany occurs, the Sellers Company shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such occurrence. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables interest, whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment Date, the The Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends promptly proceed to collect, sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series orof, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, and in a manner which shall include is contemplated to maximize the solicitation of competitive bidsproceeds to be made available to the Trustee. The Trustee may obtain a prior determination shall so act in accordance with the instructions of Investor Certificateholders holding more than 50% of the Invested Amount of each Class of all Outstanding Series, provided that, if the Trustee receives contrary instructions from any such conservatorClass with respect to the actions to be taken, receiver the Trustee shall continue to collect such Receivables rather than selling, disposing or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonableliquidating them. The provisions of Sections 9.01 7.1 and 9.02 7.2 shall not be deemed to be mutually exclusive. The reasonable costs and expenses incurred by the Trustee in such sale shall be reimbursable to the Trustee as provided in Section 8.5. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be treated as Collections on the Receivables and such proceeds will be distributed to holders of each Outstanding Series after immediately being deposited in the Collection Account, in accordance with the provisions of Section 3.1(e) and the related Supplement for such Series. The Trustee shall determine conclusively After giving effect to all such deposits, the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds remainder, if any, shall be allocated to the Company Interest and distributed shall be released to Investor Certificateholders in accordance with Article IV and the terms holder of each Supplement and the Trust shall terminate immediately thereafterExchangeable Company Certificate or the Subordinated Company Certificate, as applicable, upon surrender thereof.

Additional Rights Upon the Occurrence of Certain Events. (a) If (x) the Transferor shall consent to the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor (an "Insolvency Event"), on the day of such Insolvency Event (the "Appointment Day") or (y) the Retained Percentage shall at any time be equal to or less than 2% (a "Trigger Event"), the following actions shall be taken and processes begun: (i) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonshall have occurred, the Sellers Transferor shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give written notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in with respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, thereto shall continue to be allocated and paid in accordance with Article IV. (ii) If an Insolvency Event or a part of Trigger Event shall have occurred this Agreement and the Trust. Within Trust shall be deemed to have terminated, subject to the liquidation, winding-up and dissolution procedures described below; provided, however, that within 15 days of the Appointment Datedate of written notice to the Trustee, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation a Trigger Event has occurred occurred, that the Trust has terminated, and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables this Agreement in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids (a "Disposition"), and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to effectuate a Disposition, or (B) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall instruct the Servicer to take or (C) the Investor Certificateholder wishes the Servicer to effect a Disposition. If after 90 days from the day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall not have received the written instruction described in clause (A) above from Holders of Investor Certificates representing Undivided Interests aggregating in excess of 50% of the related Invested Amount of each Series (or, in the case of a Series having more than one Class, each Class of such Series) and the holders of any Supplemental Certificates or any other interest in the Exchangeable Transferor Certificate other than the Transferor as provided in Section 6.3(b) for each Series, a "Holders' Majority"), the Trustee shall instruct the Servicer to effectuate a Disposition, and the Servicer shall proceed to consummate a Disposition. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, a Holders' Majority instruct the Trustee not to effectuate a Disposition of the portion of the Receivables allocable to such Series, the Trust shall be reconstituted and continue with respect to such Series pursuant to the terms of this Agreement and the applicable Supplement (as amended in connection with such reconstitution). The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction the numerator of which is the related Investor Percentage of Imputed Yield Collections and the denominator of which is the sum of all Investor Percentages with respect to Imputed Yield Collections for all Series outstanding and (2) the Invested Amount of such Series. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition, the Transferor or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation Distribution are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Disposition pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, however, that the proceeds from a Disposition with respect to any Series shall be applied solely to make payments to such Series; provided further, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds that are allocable to Imputed Yield Collections and the Insolvency Proceeds which amount of such proceeds that are deemed allocable to be Finance Charge Receivables and Collections of Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Certificateholders of one or more Series to continue the Trust with respect to such Series as provided in subsection 9.2(a) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. [End of Article IX] ARTICLE X

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor voluntarily goes into liquidation or consents to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor and such decree shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor shall admit in writing its 107 inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other event described above, an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or violation occurs inability, as the case may be (the “"Appointment Date”Day"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of Trustee, the transfer to Servicer and the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence Credit Enhancer of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue will immediately cease transferring Additional Balances to be a part of the Trust. Within 15 days of the Appointment Datereceipt by the Trustee of the Transferor's notice of an Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper Newspapers that an Insolvency Event or violation has occurred and that the Trustee intends to direct the Servicer to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and Mortgage Loans in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless 11.02, which notice shall inform Investor Certificateholders that unless Holders of Investor Certificates evidencing Voting Rights aggregating not less than 51% advise the Trustee shall have received instructions in writing that they wish the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Mortgage Loans within 90 days from the date day notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation"Publication Date"), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables Mortgage Loans in a commercially reasonable manner and on commercially reasonable termsterms subject to the prior written consent of the Credit Enhancer, which shall include the solicitation of competitive bids, and shall proceed to consummate the sale, liquidation or disposition of the Mortgage Loans as provided above with the highest bidder for the Mortgage Loans. The Transferor shall be permitted to bid for the Mortgage Loans. The Trustee may obtain a prior determination from any such conservator, conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 11.01 and 9.02 11.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Mortgage Loans pursuant to paragraph (aSection 11.02(a) (“Insolvency Proceeds”) above shall be immediately deposited treated as collections on the Mortgage Loans received during the Rapid Amortization Period; provided, however, -------- ------- that such proceeds will, based on amounts specified in writing by the Collection Account. The Trustee shall determine conclusively Servicer to the amount Trustee, first be paid to the Credit Enhancer to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts and other amounts owing under the Insurance Agreement; and provided, further, that the -------- ------- Investor Fixed Allocation Percentage of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds such remaining proceeds shall be allocated and distributed paid to Investor Certificateholders in accordance with Article IV the following amounts and order of priority: (i) all accrued and unpaid interest on the Class A Certificate Principal Balance through the Interest Period immediately preceding the Distribution Date on which such proceeds are distributed to the Investor Certificateholders; (ii) all accrued and unpaid interest on the Class S Notional Amount through the Interest Period immediately preceding the Distribution Date on which such proceeds are distributed to the Investor Certificateholders; and (iii) an amount of principal up to the Class A Certificate Principal Balance. On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders and the terms of each Supplement and Credit Enhancer, the Trust shall terminate immediately thereafter.terminate. 109

Additional Rights Upon the Occurrence of Certain Events. (a) If the Originator voluntarily goes into liquidation or consents to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Originator or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Originator and such decree shall have remained in force undischarged or unstayed for a period of 30 days; or the Originator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other 110 event described above, an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Originator shall on the day any of such Insolvency Event appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or violation occurs inability, as the case may be (the “"Appointment Date”Day"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of Trustee, the transfer to Master Servicer and the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence Certificate Insurer of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the TrustEvent. Within 15 days of the Appointment Datereceipt by the Trustee of the Originator notice of an Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper Newspapers that an Insolvency Event or violation has occurred and (ii) send written notice to the Class A Certificateholders describing the provisions of this Section 9.4, which notice shall inform Owners of the Class A Certificates that unless the Certificate Insurer or (with the consent of the Certificate Insurer) more than 50% of all Owners of the Class A Certificates advise the Trustee intends in writing that they wish the Trustee to instruct the Master Servicer not to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions Mortgage Loans within 90 days from the date day notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation"Publication Date"), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly instruct the Master Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and shall proceed to consummate the sale, liquidation or disposition of the Mortgage Loans as provided above with the highest bidder for the Mortgage Loans. The Originator shall be permitted to bid for the Mortgage Loans. The Trustee may obtain a prior determination from any such conservator, conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. Any such sale, disposition or liquidation will be servicing retained by the Master Servicer. The provisions of Sections 9.01 9.3 and 9.02 9.4 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Mortgage Loans pursuant to paragraph (aSection 9.4(a) (“Insolvency Proceeds”) above shall be immediately deposited treated as collections on the Mortgage Loans received during the Rapid Amortization Period; provided, however, that such proceeds will, based on amounts specified in writing by the Master Servicer to the Trustee, first be paid to the Certificate Insurer to reimburse the Certificate Insurer for previously unreimbursed Reimbursement Amounts and other amounts owing under the Insurance Agreement; and provided, further, that the Certificateholders' Floating Allocation Percentage of such remaining proceeds shall be paid to Class A Certificateholders in the Collection Accountfollowing amounts and order of priority: (i) all accrued and unpaid interest on the Class A Principal Balance through the Interest Period immediately preceding the Payment Date on which such proceeds are distributed to the Class A Certificateholders; and (ii) an amount of principal up to the Class A Principal Balance. The Trustee Policy shall determine conclusively cover any shortfall in the amount event such proceeds are insufficient to make payment of the Insolvency Proceeds Class A Principal Balance. On the day following the Payment Date on which such proceeds are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Class A Certificateholders, the Trust shall terminate immediately thereafterterminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If after the occurrence of an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonCompany, the Sellers shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables Aggregate Invested Amount and all accrued and unpaid interest thereon have not been paid to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment DateInvestor Certificateholders, the Trustee in accordance with the written direction of the Servicer shall (i) publish a notice in an the Wall Street Journal (the “Authorized Newspaper Newspaper”) that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and Purchased Loans in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing Certificateholders, the provisions Letter of this Section Credit Agent and requesting the Administrative Agent and request instructions from such Holders. Unless Persons, which notice shall request each Certificateholder, the Letter of Credit Agent and the Administrative Agent to advise the Trustee shall have received instructions within 90 in writing that it elects one of the following options: (A) the Investor Certificateholder, the Letter of Credit Agent and the Administrative Agent wishes the Trustee not to sell, dispose of or otherwise liquidate the Purchased Loans; (B) the Investor Certificateholder, the Letter of Credit Agent and the Administrative Agent wishes the Trustee to sell, dispose of or otherwise liquidate the Purchased Loans; or (C) the Investor Certificateholder, the Letter of Credit Agent and the Administrative Agent refuses to advise the Trustee as to the specific action the Trustee should take. If after sixty (60) days from the date day notice pursuant to clause (i) above is first published (the “Publication Date”), the Trustee shall not have received written instructions selecting option (A) above from (x) Holders of except as otherwise provided in a Supplement with respect to any Series, Investor Certificates evidencing Certificateholders representing more than 50% of the aggregate unpaid principal amount Invested Amount of each Series (or, with respect to any in the case of a Series with two or having more Classesthan one Class of Investor Certificates, Investor Certificateholders representing more than 50% of the Invested Amount of each ClassClass of such Series) and, to if applicable, the effect that such Investor Certificateholders disapprove Majority Letter of Credit Banks and the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, Majority Liquidity Banks and (y) each if there are any Holders of the Sellers (Exchangeable Company Interest other than the Seller that is Company, the subject Holders of such Insolvency Event or violation), including any Additional Seller, any holder the Exchangeable Company Interest representing more than 50% of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectthe Company Interest not held by the Company, the Trustee shall promptly proceed to sell, dispose of of, or otherwise liquidate the Receivables Purchased Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Trustee shall proceed to consummate the sale, liquidation or disposition of the Purchased Loans as provided above with the highest bidder for the Purchased Loans. The Company or any of its Affiliates shall be permitted to bid for the Purchased Loans. In addition, the Company or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Purchased Loans at such matched bid price. All reasonable costs and expenses incurred by the Trustee may obtain in such sale shall be reimbursable to the Trustee as provided in Section 8.05. After the appointment of the Trustee as Successor Servicer pursuant to the Servicing Agreement, the Trustee shall proceed to sell, dispose of, or otherwise liquidate the Purchased Loans in a prior determination from any such conservatorcommercially reasonable manner and on commercially reasonable terms, receiver or liquidator that which shall include the terms solicitation of competitive bids and manner of any proposed the Trustee shall proceed to consummate the sale, liquidation or disposition of the Purchased Loans as provided above with the highest bidder for the Purchased Loans. The Company or liquidation are commercially reasonableany of its Affiliates shall be permitted to bid for the Purchased Loans. In addition, the Company or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Purchased Loans at such matched bid price. The provisions of Sections 9.01 7.01 and 9.02 7.02 shall not be deemed cumulative. All reasonable costs and expenses incurred by the Trustee in such sale shall be reimbursable to be mutually exclusivethe Trustee as provided in Section 8.05. (b) The proceeds from the sale, disposition or liquidation of the Receivables Purchased Loans pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be treated as Collections on the Purchased Loans and such proceeds shall be released to the Trustee in an amount equal to the amount of any expenses incurred by the Trustee acting in its capacity either as Trustee or as liquidating agent under this Section 7.02 that have not otherwise been reimbursed and the remainder, if any, will be distributed to Investor Certificateholders of each Series after immediately being deposited in the Collection Account, in accordance with the provisions of subsection 3.01(d) and the related Supplement for such Series. The Trustee After giving effect to all such distributions, the remainder, if any, shall determine conclusively be allocated to the Exchangeable Company Interest and shall be released to the Holders of the Exchangeable Company Interest pro-rata based on the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of Exchangeable Company Interest held by each Supplement and the Trust shall terminate immediately thereafterHolder thereof.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs Upon the occurrence of any event described in Section 9.1(a) with respect to any of the Sellers Originator or any of the Sellers violates Section 2.07(c) for any reasonSeller (an “Insolvency Event”), the Sellers Seller shall on the day any of such Insolvency Event or violation occurs (the “Appointment DateDay”), ) immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofTrustee, the Rating Agencies, each Enhancement Provider and each Purchaser Representative of such Insolvency Event. Notwithstanding any cessation of the transfer Conveyance to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been Conveyed to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV, any Supplement and any Receivables Purchase Agreement. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to each Investor Certificateholders Certificateholder, each Purchaser Representative and Enhancement Provider, if applicable, describing the provisions of this Section 9.2 and requesting instructions from such HoldersInvestor Certificateholders, Enhancement Providers and Purchaser Representatives. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published published, the Trustee shall have received written instructions from (xA) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Certificate Series, (B) in the case of any Certificate Series or, with respect to any Series with two or more Classeswhich there is an Enhancement Invested Amount, of the applicable Enhancement Provider, and (C) each Class, Purchaser Representative to the effect that such Investor Certificateholders Certificateholders, Enhancement Provider, if applicable, and such Purchaser Representatives disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred Conveyed to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectEvent, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable termsterms and to maximize the proceeds of such disposition or other liquidation of the Receivables, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV, any Supplement and any Receivables Purchase Agreement; provided that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated Unless the Trustee receives written instructions from Investor Certificateholders, Enhancement Providers and Purchaser Representatives as provided in subsection 9.2(a) above, on the day following the last Distribution Date in the Due Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV of each Certificate Series and the terms Receivables Purchasers of each Supplement and Receivables Purchase Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers Transferor violates Section 2.07(c6.03(b) for any reason, the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event or violation and Collections in respect of such Principal Receivables and Receivables, Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, and Recoveries with respect to such Principal Receivables and Finance Charge Receivables shall continue to be a part of the Trust, and shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables Trust Assets on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published the Trustee shall have received written instructions from (x) Holders of Investor Certificates (including for purposes of this Section 9.02 any Investor Certificates owned by either of the Original Transferors or the Transferor as to which no Insolvency Event has occurred) evidencing more than 50% of the aggregate unpaid principal amount Certificateholders Ownership Interests of each Series issued and outstanding (or, with respect to if any such Series with has two or more ClassesClasses of Investor Certificates, each such Class) and written instructions from the Holder of each Class, the Transferor Certificate (if no Insolvency Event has occurred as to it) to the effect that such Investor Certificateholders Holders disapprove of the liquidation of the Receivables Trust Assets and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Trust Assets in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Trust Assets pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables Receivables, the amount of such proceeds allocable to Recoveries and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Certificateholders as provided in subsection 9.02(a) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. [End of Article IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If after the occurrence of an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonCompany, the Sellers shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables Aggregate Invested Amount and all accrued and unpaid interest thereon have not been paid to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment DateInvestor Certificateholders, the Trustee in accordance with the written direction of the Servicer shall (i) publish a notice in an Authorized Newspaper the Wall Street Journal (the "AUTHORIZED NEWSPAPER") that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and Purchased Loans in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing Certificateholders, the provisions Letter of this Section Credit Agent and requesting the Administrative Agent and request instructions from such Holders. Unless Persons, which notice shall request each Certificateholder, the Letter of Credit Agent and the Administrative Agent to advise the Trustee shall have received instructions within 90 in writing that it elects one of the following options: (A) the Investor Certificateholder, the Letter of Credit Agent and the Administrative Agent wishes the Trustee not to sell, dispose of or otherwise liquidate the Purchased Loans; (B) the Investor Certificateholder, the Letter of Credit Agent and the Administrative Agent wishes the Trustee to sell, dispose of or otherwise liquidate the Purchased Loans; or (C) the Investor Certificateholder, the Letter of Credit Agent and the Administrative Agent refuses to advise the Trustee as to the specific action the Trustee should take. If after 60 days from the date day notice pursuant to clause (i) above is first published (the "PUBLICATION DATE"), the Trustee shall not have received written instructions selecting option (A) above from (x) Holders of except as otherwise provided in a Supplement with respect to any Series, Investor Certificates evidencing Certificateholders representing more than 50% of the aggregate unpaid principal amount Invested Amount of each Series (or, with respect to any in the case of a Series with two or having more Classesthan one Class of Investor Certificates, Investor Certificateholders representing more than 38 50% of the Invested Amount of each ClassClass of such Series) and, to if applicable, the effect that such Investor Certificateholders disapprove Majority Letter of Credit Banks and the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, Majority Liquidity Banks and (y) each if there are any Holders of the Sellers (Exchangeable Company Interest other than the Seller that is Company, the subject Holders of such Insolvency Event or violation), including any Additional Seller, any holder the Exchangeable Company Interest representing more than 50% of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectthe Company Interest not held by the Company, the Trustee shall promptly proceed to sell, dispose of of, or otherwise liquidate the Receivables Purchased Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Trustee shall proceed to consummate the sale, liquidation or disposition of the Purchased Loans as provided above with the highest bidder for the Purchased Loans. The Company or any of its Affiliates shall be permitted to bid for the Purchased Loans. In addition, the Company or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Purchased Loans at such matched bid price. All reasonable costs and expenses incurred by the Trustee may obtain in such sale shall be reimbursable to the Trustee as provided in SECTION 8.05. After the appointment of the Trustee as Successor Servicer pursuant to the Servicing Agreement, the Trustee shall proceed to sell, dispose of, or otherwise liquidate the Purchased Loans in a prior determination from any such conservatorcommercially reasonable manner and on commercially reasonable terms, receiver or liquidator that which shall include the terms solicitation of competitive bids and manner of any proposed the Trustee shall proceed to consummate the sale, liquidation or disposition of the Purchased Loans as provided above with the highest bidder for the Purchased Loans. The Company or liquidation are commercially reasonableany of its Affiliates shall be permitted to bid for the Purchased Loans. In addition, the Company or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Purchased Loans at such matched bid price. The provisions of Sections 9.01 SECTIONS 7.01 and 9.02 7.02 shall not be deemed cumulative. All reasonable costs and expenses incurred by the Trustee in such sale shall be reimbursable to be mutually exclusivethe Trustee as provided in SECTION 8.05. (b) The proceeds from the sale, disposition or liquidation of the Receivables Purchased Loans pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be treated as Collections on the Purchased Loans and such proceeds shall be released to the Trustee in an amount equal to the amount of any expenses incurred by the Trustee acting in its capacity either as Trustee or as liquidating agent under this SECTION 7.02 that have not otherwise been reimbursed and the remainder, if any, will be distributed to Investor Certificateholders of each Series after immediately being deposited in the Collection Account, in accordance with the provisions of SUBSECTION 3.01(D) and the related Supplement for such Series. The Trustee After giving effect to all such distributions, the remainder, if any, shall determine conclusively be allocated to the Exchangeable Company Interest and shall be released to the Holders of the Exchangeable Company Interest pro-rata based on the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of Exchangeable Company Interest held by each Supplement and the Trust shall terminate immediately thereafterHolder thereof.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs of Bankruptcy shall occur with respect to any of the Sellers or any of Class C Certificateholders in this Agreement and the Sellers violates Section 2.07(c) for any reason, the Sellers Trust shall be deemed to have terminated on the day any of such Insolvency Event or violation occurs (of Bankruptcy; and within 7 Business Days of the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give date of written notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment DateBankruptcy, the Trustee shall shall: (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation of Bankruptcy has occurred with respect to any of the Class C Certificateholders, that the Trust has terminated, and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice Related Transferred Assets pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables this Agreement in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids (a "Disposition"); and (ii) send written notice to the Certificateholders describing the provisions of this Section 9.03 and requesting each Certificateholder to advise the Trustee in writing whether (A) it wishes the Trustee to instruct the Administrator not to effectuate a Disposition, (B) it refuses to advise the Trustee as to the specific action the Trustee shall instruct the Administrator to take or (C) it wishes the Administrator to effect a Disposition. The If, after 60 days from the day notice pursuant to clause (a)(i) is first published (the "Publication Date") the Trustee may obtain shall not have received the written instruction described in sub-clause (A) of clause (a)(ii) from Holders of the Certificates representing in excess of 50% of the outstanding principal amount of each of the Certificates, the Trustee shall instruct the Administrator to effectuate a prior determination from any Disposition, and the Administrator shall proceed to consummate a Disposition. If, however, Holders of the Certificates representing in excess of 50% of the outstanding principal amount of each Class of the Certificates instruct the Trustee not to effectuate a Disposition, the Trustee shall consent to the formation of a new trust, transfer the Trust Assets to such conservatortrust, receiver or liquidator that exchange new certificates for the existing Certificates and otherwise continue pursuant to the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusivethis Agreement. (b) The Notwithstanding the termination of this Agreement and the Trust pursuant to clause (a) the proceeds from the sale, disposition or liquidation any Disposition of the Receivables and the Related Transferred Assets pursuant to paragraph clause (a) (“Insolvency Proceeds”) shall be immediately deposited in treated as Collections on the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders deposited in accordance with the provisions of Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafterIV.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reason, the Sellers shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonCompany occurs, the Sellers Company shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such occurrence. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables interest, whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment DateTrustee's receipt of notice of the occurrence of an Insolvency Event in accordance with Section 7.1, if the Aggregate Invested Amount and all accrued and unpaid interest thereon have not been paid to the Investor Certificateholders, then the Trustee shall (i) publish a notice in a newspaper with a national circulation (an "Authorized Newspaper Newspaper") that an Insolvency Event or violation has occurred and that the Trustee Servicer, on behalf of the Trustee, intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and the other Trust Assets in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section and requesting request instructions from such Holders. Unless holders, which notice shall request each Investor Certificateholder to advise the Trustee shall have received instructions within 90 in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein. If after 60 days from the date day notice pursuant to clause (i) above is first published from (the "Publication Date"), the Trustee shall not have received written instructions of (x) Holders holders of Investor Certificates evidencing more than representing undivided interests in the Trust aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a series having more than one Class of Investor Certificates, with respect to any Series with two or more Classes, each Class of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, series) selecting option (A) above and (y) each if the owners of the Sellers Exchangeable Company Interest do not include the Company (other than and following the Seller that is delivery of written notice in the subject of form referred to above by the Company to such Insolvency Event or violationowners), including any Additional Seller, any holder the owners thereof representing undivided interests in the Trust aggregating in excess of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect50% of the Company Interest, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables and the other Trust Assets in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables and the other Trust Assets as provided above with the highest bidder therefor; provided, however, that if the allocable sale price, less all reasonable fees, expenses and other amounts due hereunder to the Trustee, its agents and counsel to the Trustee, to be realized from such sale, liquidation or disposition would be less than the Aggregate Invested Amount plus accrued and unpaid interest thereon through the Distribution Date next succeeding the date of such sale, the Trustee must receive the prior unanimous consent of all the Investor Certificateholders to such sale, liquidation or disposition. The Trustee Company or any of its Affiliates shall be permitted to bid for the Receivables and the other Trust Assets. In addition, the Company or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables and the other Trust Assets at such matched bid price. The Servicer, on behalf of the Trustee, may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 7.1 and 9.02 7.2 shall be cumulative and not be deemed to be mutually exclusive. The costs and expenses incurred by the Trustee in such sale shall be reimbursable to the Trustee as provided in Section 8.5. (b) The proceeds from the sale, liquidation or disposition or liquidation of the Receivables and the other Trust Assets pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be treated as Collections on the Receivables and such proceeds will be distributed to any Servicers who are not Affiliates of the Company for the payment of servicing fees and to the Trustee in an amount equal to the amount of any expenses incurred by the Trustee acting in its capacity either as Trustee or as liquidating agent pursuant to subsection 7.2(a) above which have not otherwise been reimbursed prior thereto. Thereafter, the remaining funds, if any, shall be distributed (i) to holders of each Series after immediately being deposited in the Collection Account. The Trustee shall determine conclusively Accounts, in accordance with the amount provisions of subsection 3.1(d) and the Insolvency Proceeds which are deemed related Supplement for such Series and (ii) after giving effect to the transfer to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds made pursuant to the preceding clause (i), the remainder, if any, shall be allocated to the Company Interest and distributed shall be released to Investor Certificateholders in accordance with Article IV and the terms owner of each Supplement and the Trust shall terminate immediately thereafterExchangeable Company Interest upon cancelation thereof.

Additional Rights Upon the Occurrence of Certain Events. (a) If (x) the Transferor shall consent to the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor, HRAC II, HSBC Finance or HSBC Nevada (an “Insolvency Event”), on the day of such Insolvency Event (the “Appointment Day”) or (y) the Retained Percentage shall at any time be equal to or less than 2% (a “Trigger Event”), the following actions shall be taken and processes begun: (i) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonshall have occurred, the Sellers Transferor shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give written notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections receivables accrued in respect of such Principal Receivables and Finance Charge Receivables (other than Discount Option Receivables), whenever created, accrued in respect of such Principal ReceivablesReceivables that have been transferred to the Trust, shall continue to be a part of the Trust. Within , and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (ii) If an Insolvency Event or a Trigger Event shall have occurred, this Agreement and the Trust shall be deemed to have terminated, subject to the liquidation, winding-up and dissolution procedures described below; provided, however, that within 15 days of the Appointment Datedate of written notice to the Trustee, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation a Trigger Event has occurred occurred, that the Trust has terminated, and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in pursuant to this Agreement (a commercially reasonable manner “Disposition”), and (ii) give send written notice to the Investor Certificateholders Securityholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless each Investor Securityholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Securityholder wishes the Trustee to instruct the Servicer not to effectuate a Disposition, or (B) the Investor Securityholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within instruct the Servicer to take, or (C) the Investor Securityholder wishes the Servicer to effect a Disposition. If after 90 days from the date day notice pursuant to clause (i) above is first published (the “Publication Date”), the Trustee shall not have received the written instruction described in clause (A) above from (x) Holders of Investor Certificates evidencing more than Securities representing Undivided Interests aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series (or, in the case of a Series having more than one Class, each Class of such Series) and the holders of any Supplemental Securities or any other interest in the Transferor Interest other than the Transferor as provided in Section 6.3(b) (for each Series, a “Holders’ Majority”), the Trustee shall instruct the Servicer to effectuate a Disposition, and the Servicer shall proceed to consummate a Disposition. If, however, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation portion of the Receivables allocable to any outstanding Series, a Holders’ Majority instruct the Trustee not to effectuate a Disposition of the portion of the Receivables allocable to such Series, the Trust shall be reconstituted and wish continue with respect to continue having such Series pursuant to the terms of this Agreement and the applicable Supplement (as amended in connection with such reconstitution). The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables transferred and (C) a fraction the numerator of which is the related Investor Percentage of Finance Charge Collections and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Collections for all Series outstanding and (2) the Invested Amount of such Series. The Transferor, but none of its Affiliates, shall be permitted to bid for the Receivables. In addition, the Transferor, but none of its Affiliates, shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee shall use its best efforts to effectuate a Disposition by the use of competitive bids and on terms equivalent to the Trust best purchase offer as before such Insolvency Event or violation, and (y) each of determined by the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsTrustee. The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation Disposition are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Disposition pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, however, that the proceeds from a Disposition with respect to any Series shall be applied solely to make payments to such Series; provided, further, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds which such proceeds that are deemed allocable to be Finance Charge Receivables Collections and the amount of such proceeds that are allocable to Collections of Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Securityholders of one or more Series to continue the Trust with respect to such Series as provided in subsection 9.2(a) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms Securityholders of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonTransferors, the Sellers Transferors shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days after receipt of such notice by the Trustee of the Appointment Dateoccurrence of such Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to the Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive.to (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge and Administrative Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated to Finance Charge and Administrative Receivables and Principal Receivables in the same proportion as the amount of Finance Charge and Administrative Receivables and Principal Receivables bear to one another on the prior Determination Date. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter. (c) The Trustee may appoint an agent or agents (including any of its Affiliates) to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. [END OF ARTICLE IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If Following the occurrence of an Insolvency Early Amortization Event occurs with respect to any described in clause (d) or (e) of the Sellers or any definition of the Sellers violates Section 2.07(c) for any reason"Early Amortization Event" (such event, an "Insolvency Event"), the Sellers shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and Transferor shall promptly give notice to the 1997-A Securitization Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the TrustEvent. Within 15 days of the Appointment Datereceipt by the 1997-A Securitization Trustee of the notice, the 1997-A Securitization Trustee may and, upon receipt of a notice from Investor Certificateholders evidencing more than 51% of the aggregate Percentage Interest of the Class A Certificates or 51% of the aggregate Percentage Interests of the Class A Certificates and the Class B Certificates (voting together as a single class), shall (i) publish a notice in an Authorized Newspaper Newspapers that an Insolvency Event or violation has occurred and that the 1997-A Securitization Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms 1997-A SUBI, the 1997-A SUBI Certificate and the other property of the 1997-A Securitization Trust in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from manner. Following such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectpublication, the 1997-A Securitization Trustee shall promptly shall, unless otherwise prohibited by applicable law from any such action, sell, dispose of of, or otherwise liquidate the Receivables 1997-A SUBI, the 1997-A SUBI Certificate and the other property of the 1997-A Securitization Trust, in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and shall proceed to consummate the sale, liquidation or disposition thereof as provided above with the highest bidder; PROVIDED, HOWEVER, that such sale, disposition or other liquidation shall not be made without the consent of all Holders of Investor Certificates if a net loss would be realized. The Transferor and the Servicer shall be permitted to bid for the 1997-A Securitization Trust property. The 1997-A Securitization Trustee may obtain a prior determination from any such the conservator, receiver receiver, or liquidator trustee in bankruptcy of the Transferor that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 8.01 and 9.02 8.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables 1997-A SUBI, the 1997-A SUBI Certificate and the other property of the 1997-A Securitization Trust pursuant to paragraph Section 8.02 (a) (“Insolvency Proceeds”) above, net of expenses incurred in such sale, disposition or liquidation, shall be immediately deposited in treated as Principal Collections and Interest Collections received during the Collection Account. The Amortization Period; PROVIDED that such Principal Collections, will be distributed, first, on a PRO RATA basis, to the Class A-1 Certificateholders, the Class A-2 Certificateholders and the Class A-3 Certificateholders based on their respective Certificate Balances, and second, to the Class B Certificateholders; FURTHER PROVIDED that the Servicer on behalf of the 1997-A Securitization Trustee shall determine conclusively without liability for such determination the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables Interest Collections and the amount of such proceeds which are allocable to Principal ReceivablesCollections. The Insolvency Proceeds shall be allocated and On the day following the Certificate Payment Date on which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and Certificateholders, the terms of each Supplement and the 1997-A Securitization Trust shall terminate immediately thereafterterminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If any event set forth in Section 9.1(a) or (b) shall occur (any such event, an “Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent”), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “Appointment DateDay”), ) immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event and the arrangement among the parties created hereby shall be deemed to have been dissolved, subject to the liquidation and winding up procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 75 days from the date day notice pursuant to clause (i) above is first published the Trustee shall have received written instructions from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include by the solicitation of competitive bidsbids and on terms equivalent to the best purchase offer as determined by the Trustee. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Transferor or any of the Sellers Transferor violates Section 2.07(c6.03(b) for any reason, the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “Appointment DateDay”), ) immediately cease to transfer Principal Receivables to the Trust Trustee and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust Trustee of additional Principal Receivables, Principal Receivables transferred to the Trust Trustee prior to the occurrence of such Insolvency Event or violation and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables shall continue to be a part of the Trust, and shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published the Trustee shall have received written instructions from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust Trustee as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include by the solicitation of competitive bidsbids and on terms equivalent to the best purchase offer as determined by the Trustee. Neither the Transferor nor any Affiliate of the Transferor nor any agent of the Transferor shall be permitted to purchase such Receivables in such case. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Certificateholders as provided in subsection 9.02(a) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency a Liquidation Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonDepositor, the Sellers Depositor shall on the day any such Insolvency Liquidation Event or violation occurs (the “"Appointment Date”), ") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the TrustLiquidation Event. Within 15 fifteen (15) days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency a Liquidation Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give written notice to Investor Certificateholders describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 thirty (30) days from the date notice pursuant to clause (iii) above is first published given from (x) Holders Certificateholders pursuant to a Consent of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each ClassCertificateholders, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject occurrence of such Insolvency Liquidation Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, then the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Receivables, or cause to be sold, disposed of or otherwise liquidated, in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain and conclusively rely upon a prior determination from any such applicable conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections Section 9.01 hereof and this Section 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor shall consent to the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor (an “Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent”), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “Appointment DateDay”), ) immediately cease to transfer Principal Receivables to the Trust Transferor and shall promptly give notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within For so long as any Series issued prior to the Amendment Closing Date remains outstanding, within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless , which notice shall request each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within 90 instruct the Servicer to take. If after 60 days from the date day notice pursuant to clause (i) above is first published from (x) the “Publication Date”), the Trustee shall not have received written instructions of Holders of Investor Certificates evidencing more than representing Undivided Interests aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a series having more than one class of investor certificates, with respect to any Series with two or more Classes, each class of each Class, such series) to the effect that such Investor Certificateholders disapprove of the liquidation of Trustee shall not instruct the Servicer to sell, dispose of, or otherwise liquidate the Receivables and wish to continue having Principal Receivables transferred instruct the Servicer to reconstitute the Trust upon the same terms and conditions as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectset forth herein, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, the Holders of more than 50% of the principal amount of each class of such Series instruct the Trustee not to sell the portion of the Receivables allocable to such Series, the Trust shall continue with respect to such Series pursuant to the terms of this Agreement and the related Supplement. None of the Transferor, any Affiliate of the Transferor or any agent of the Transferor shall be permitted to purchase such Receivables in such case. The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (x) the Transferor Percentage, (y) the aggregate outstanding Principal Receivables and (z) a fraction, the numerator of which is the related Investor Percentage of Collections of Finance Charge Receivables and the denominator of which is the sum of all Investor Percentages with respect to Collections of Finance Charge Receivables for all Series outstanding and (2) the Invested Amount of such Series. The Trustee may obtain a prior determination from any such bankruptcy trustee, conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections Section 9.01 and this Section 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”subsection 9.02(a) shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, however that the proceeds from any such sale, disposition or liquidation of Receivables with respect to a Series but not all of the outstanding Series shall be applied solely to make payments to such Series; provided further, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Certificateholders of one or more Series to continue the Trust with respect to such Series as provided in subsection 9.02(a), on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. (d) The foregoing subsections 9.02(a), (b) and (c) shall no longer apply on and after the day following the Distribution Date on which the Aggregate Invested Amount plus interest accrued at the applicable Certificate Rate through the day prior to such Distribution Date has been paid in full with respect to the last remaining Series that was outstanding prior to the Amendment Closing Date.

Additional Rights Upon the Occurrence of Certain Events. (a) If after the occurrence of an Insolvency Event occurs with respect to the Trust, the Company, any Originator or the Servicer Guarantor, the Aggregate Invested Amount and all accrued and unpaid amounts due in respect thereon have not been paid to the Investor Certificateholders, the Company as beneficial owner of the Sellers or any Receivables acknowledges that the Trustee may in pursuance of the Sellers violates Section 2.07(c) for any reason, security interest granted hereunder and in accordance with the Sellers written direction of the Liquidation Servicer shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give send written notice to the Investor Certificateholders and request instructions from such holders, which notice shall request each Certificateholder to advise the Trustee thereof. Notwithstanding any cessation in writing that it elects one of the transfer following options: (A) the Certificateholder wishes the Liquidation Servicer not to so sell, dispose of or otherwise liquidate the Trust of additional Principal Receivables, Principal Receivables transferred to ; (B) the Trust prior to Certificateholder wishes the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends Liquidation Servicer to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and Receivables; or (iiC) give the Certificateholder refuses to advise the Trustee as to the specific action the Liquidation Servicer should take. If after 60 days from the day notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless is first given, the Trustee shall not have received written instructions within 90 days from the date notice pursuant to clause selecting option (iA) above is first published from (x) Holders of Investor Certificates evidencing Certificateholders representing more than 50% of the aggregate unpaid principal amount Invested Amount of each Series (or, with respect to any in the case of a Series with two or having more Classesthan one Class of Investor Certificates, Investor Certificateholders representing more than 50% of the Invested Amount of each Class, to the effect that Class of such Investor Certificateholders disapprove Series) and (z) if there are any Holders of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (Exchangeable Company Interest other than the Seller that is Company, the subject Holders of such Insolvency Event or violation), including any Additional Seller, any holder the Exchangeable Company Interest representing more than 50% of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectthe Company Interest not held by the Company, the Trustee shall promptly proceed to direct the Liquidation Servicer to so sell, dispose of of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Trustee shall cause the Liquidation Servicer to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables; provided, however that neither Huntsman International nor any of its Affiliates shall participate in any bidding for the Receivables. The Trustee may obtain a prior determination from Company hereby expressly waives any rights of redemption or rights to receive notice of any such conservator, receiver or liquidator that sale except as may be required by law. All reasonable costs and expenses incurred by the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 Liquidation Servicer in such sale shall not be deemed reimbursable to be mutually exclusivethe Liquidation Servicer as provided in Section 8.05. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (aSection 7.02(a) (“Insolvency Proceeds”) above shall be immediately deposited treated as Collections on the Receivables and such proceeds shall be released to the Liquidation Servicer in the Collection Account. The Trustee shall determine conclusively an amount equal to the amount of any expenses incurred by the Insolvency Proceeds which are deemed to Liquidation Servicer acting in its capacity as Liquidation Servicer under this Section 7.02 that have not otherwise been reimbursed and the remainder, if any, will be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders of each Series after immediately being deposited in the related Company Concentration Account, in accordance with Article IV the provisions of Section 3.01(f) and the terms related Supplement for such Series. After giving effect to all such distributions, the remainder, if any, shall be allocated to the Exchangeable Company Interest and such amount shall be released to the Holder of each Supplement and the Trust shall terminate immediately thereafterExchangeable Company Interest.

Additional Rights Upon the Occurrence of Certain Events. (a) If (x) the Transferor shall consent to the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor or Metris (an "Insolvency Event"), on the day of such Insolvency Event (the "Appointment Day") or (y) the Retained Percentage shall at any time be equal to or less than 2% (a "Trigger Event"), the following actions shall be taken and processes begun: (i) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonshall have occurred, the Sellers Transferor shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give written notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections receivables accrued in respect of such Principal Receivables and Finance Charge Receivables (other than Discount Option Receivables), whenever created, accrued in respect of such Principal ReceivablesReceivables that have been transferred to the Trust, shall continue to be a part of the Trust. Within , and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (ii) If an Insolvency Event or a Trigger Event shall have occurred this Agreement and the Trust shall be deemed to have terminated, subject to the liquidation, winding-up and dissolution procedures described below; provided, however, that within 15 days of the Appointment Datedate of written notice to the Trustee, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation a Trigger Event has occurred occurred, that the Trust has terminated, and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in pursuant to this Agreement (a commercially reasonable manner "Disposition"), and (ii) give send written notice to the Investor Certificateholders Securityholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless each Investor Securityholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Securityholder wishes the Trustee to instruct the Servicer not to effectuate a Disposition, or (B) the Investor Securityholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within instruct the Servicer to take, or (C) the Investor Securityholder wishes the Servicer to effect a Disposition. If after 90 days from the date day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall not have received the written instruction described in clause (A) above from (x) Holders of Investor Certificates evidencing more than Securities representing Undivided Interests aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series (or, in the case of a Series having more than one Class, each Class of such Series) and the holders of any Supplemental Securities or any other interest in the Transferor Interest other than the Transferor as provided in Section 6.3(b) (for each Series, a "Holders' Majority"), the Trustee shall instruct the Servicer to effectuate a Disposition, and the Servicer shall proceed to consummate a Disposition. If, however, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation portion of the Receivables allocable to any outstanding Series, a Holders' Majority instruct the Trustee not to effectuate a Disposition of the portion of the Receivables allocable to such Series, the Trust shall be reconstituted and wish continue with respect to continue having such Series pursuant to the terms of this Agreement and the applicable Supplement (as amended in connection with such reconstitution). The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables transferred and (C) a fraction the numerator of which is the related Investor Percentage of Finance Charge Collections and the denominator of which is the sum of all Investor Percentages with respect to Finance Charge Collections for all Series outstanding and (2) the Invested Amount of such Series. The Transferor, but none of its Affiliates, shall be permitted to bid for the Receivables. In addition, the Transferor, but none of its Affiliates, shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee shall use its best efforts to effectuate a Disposition by the use of competitive bids and on terms equivalent to the Trust best purchase offer as before such Insolvency Event or violation, and (y) each of determined by the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsTrustee. The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation Disposition are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Disposition pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, however, that the proceeds from a Disposition with respect to any Series shall be applied solely to make payments to such Series; provided further, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds which such proceeds that are deemed allocable to be Finance Charge Receivables Collections and the amount of such proceeds that are allocable to Collections of Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Securityholders of one or more Series to continue the Trust with respect to such Series as provided in subsection 9.2(a) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms Securityholders of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. [End of Article IX]

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonCompany occurs, the Sellers Company shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such occurrence. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables interest, whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of receipt by a Responsible Officer of the Appointment DateTrustee of written notice of the occurrence of an Insolvency Event in accordance with Section 7.1, if the Aggregate Invested Amount and all accrued and unpaid interest thereon have not been paid to the Investor Certificateholders, then the Trustee shall (i) publish a notice in a newspaper with a national circulation (an Authorized Newspaper "AUTHORIZED NEWSPAPER") that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and the other Trust Assets in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section and requesting 82 request instructions from such Holders. Unless holders, which notice shall request each Investor Certificateholder to advise the Trustee shall have received instructions within 90 in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee not to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets, or (B) the Investor Certificateholder wishes the Trustee to sell, dispose of or otherwise liquidate the Receivables and the other Trust Assets and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee to take. If after 60 days from the date day notice pursuant to clause (i) above is first published from (the "PUBLICATION DATE") the Trustee shall not have received written instructions of (x) Holders holders of Investor Certificates evidencing more than representing undivided interests in the Trust aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a series having more than one Class of Investor Certificates, with respect to any Series with two or more Classes, each Class of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, series) selecting option (A) above and (y) each if the owners of the Sellers Exchangeable Company Interest do not include the Company (other than and following the Seller that is delivery of written notice in the subject of form referred to above by the Company to such Insolvency Event or violationowners), including any Additional Seller, any holder the owners thereof representing undivided interests in the Trust aggregating in excess of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect50% of the Company Interest, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables and the other Trust Assets in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables and the other Trust Assets as provided above with the highest bidder therefor; PROVIDED, HOWEVER, that if the allocable sale price, less all reasonable fees, expenses and other amounts due hereunder to the Trustee, its agents and counsel to the Trustee, to be realized from such sale, liquidation or disposition would be less than the Aggregate Invested Amount plus accrued and unpaid interest thereon through the Distribution Date next succeeding the date of such sale, the Trustee must receive the prior unanimous consent of all the Investor Certificateholders to such sale, liquidation or disposition. The Company or any of its Affiliates shall be permitted to bid for the Receivables and the other Trust Assets. In addition, the Company or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables and the other Trust Assets at such matched bid price. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 7.1 and 9.02 7.2 shall not be deemed cumulative. The costs and expenses incurred by the Trustee in such sale shall be reimbursable to be mutually exclusive.the Trustee as provided in Section 8.5. 83 (b) The proceeds from the sale, liquidation or disposition or liquidation of the Receivables and the other Trust Assets pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be treated as Collections on the Receivables and such proceeds will be distributed to holders of each Series after immediately being deposited in the Collection Account, in accordance with the provisions of subsection 3.1(d) and the related Supplement for such Series. The After giving effect to all such deposits, the remaining funds, if any, shall be (i) paid to the Trustee shall determine conclusively in an amount equal to the amount of any expenses incurred by the Insolvency Proceeds Trustee acting in its capacity either as Trustee or as liquidating agent pursuant to subsection 7.2(a) above which are deemed have not otherwise been reimbursed prior thereto and (ii) after giving effect to the transfer to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds made pursuant to the preceding clause (i), if applicable, the remainder, if any, shall be allocated to the Company Interest and distributed shall be released to Investor Certificateholders in accordance with Article IV and the terms owner of each Supplement and the Trust shall terminate immediately thereafterExchangeable Company Interest upon cancellation thereof.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor shall consent to the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor (an "Insolvency Event"), on the day of such Insolvency Event (the "Appointment Day") the following actions shall be taken and processes begun: (i) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonshall have occurred, the Sellers Transferor shall on the day any such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give written notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect Receivables transferred to the Trust prior to the occurrence of such Principal Receivables Involvency Event and Finance Charge Receivables whenever created, accrued in Collections with respect of such Principal Receivables, thereto shall continue to be a part of the Trust. Within Trust and will be a part of the Trust and will be allocated and paid in accordance with Article IV. (ii) If an Insolvency Event shall have occurred, this Agreement and the Trust shall be deemed to have terminated, subject to the liquidation, winding-up and dissolution procedures described below; provided, however, that within 15 days of the Appointment Datedate of written notice to the Trustee, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred occurred, that the Trust has terminated, and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables this Agreement in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids (a "Disposition"), and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to effectuate a Disposition, or (B) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall instruct the Servicer to take, or (C) the Investor Certificateholder wishes the Servicer to effect a Disposition. If after 90 days from the day notice pursuant to clause (i) above is first published (the "Publication Date"), the Trustee shall not have received the written instruction described in clause (A) above from Holders of Investor Certificates representing Undivided Interests aggregating in excess of 50% of the related Invested Amount of each Series (or, in the case of a Series having more than one Class, each Class of such Series) and the holders of any Supplemental Certificates or any other interest in the Exchangeable Transferor Certificate other than the Transferor as provided in Section 6.3(b) for each Series, (a "Holders' Majority"), the Trustee shall instruct the Servicer to effectuate a Disposition, and the Servicer shall proceed to consummate a Disposition. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, a Holders' Majority instruct the Trustee not to effectuate a Disposition of the portion of the Receivables allocable to such Series, the Trust shall be reconstituted and continue with respect to such Series pursuant to the terms of this Agreement and the applicable Supplement (as amended in connection with such reconstitution). The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the aggregate outstanding Principal Receivables and (C) a fraction, the numerator of which is the related Investor Percentage of Interest Collections and the denominator of which is the sum of all Investor Percentages with respect to Interest Collections for all Series outstanding and (2) the Invested Amount of such Series. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition, the Transferor or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation Distribution are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Disposition pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, however, that the proceeds from a Disposition with respect to any Series shall be applied solely to make payments to such Series; provided, further, that the Trustee shall determine conclusively in its sole discretion the amount of such proceeds that are allocable to Interest Collections and the Insolvency Proceeds which amount of such proceeds that are deemed allocable to be Finance Charge Receivables and Collections of Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Certificateholders of one or more Series to continue the Trust with respect to such Series as provided in subsection 9.2(a) above, on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonSeller, the Sellers Seller shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless (x) the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than Trustee shall have received instructions in accordance with any Supplement that the Seller that is the subject of Trustee shall not proceed with such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectliquidation, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge and Administrative Receivables and Principal Receivables. Proceeds shall be allocated to Finance Charge and Administrative Receivables and Principal Receivables in the same proportion as the amount of Finance Charge and Administrative Receivables and Principal Receivables bear to one another on the prior Determination Date. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Transferor or any of the Sellers Transferor violates Section 2.07(c) for any reason, the Sellers Transferor shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”"), immediately cease to transfer Principal Receivables to the Trust Trustee and shall promptly give notice to the Trustee and the Servicer thereof. Notwithstanding any cessation of the transfer to the Trust Trustee of additional Principal Receivables, Principal Receivables transferred to the Trust Trustee prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 So long as any Series issued prior to April 1, 2001 remains Outstanding, within fifteen (15) days after receipt of such notice by the Trustee of the Appointment Dateoccurrence of such Insolvency Event or violation of Section 2.07(c), the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders and each Series Enhancer entitled thereto pursuant to the relevant Supplement describing the provisions of this Section 9.02 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 ninety (90) days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two (2) or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust Trustee as before such Insolvency Event or violation, and (y) to the extent provided in the relevant Supplement, the Series Enhancer with respect to such Series, to such effect, and (z) each of the Sellers holder (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder Transferor) of a Supplemental Transferor Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include by the solicitation of competitive bidsbids and on terms equivalent to the best purchase offer as determined by the Trustee. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) If an Insolvency Event occurs with respect to any Additional Transferor or any such Additional Transferor violates Section 2.07(c) for any reason, such Additional Transferor shall on the day any such Insolvency Event or violation occurs (the "Appointment Date"), immediately cease to transfer Principal Receivables to the Trustee and shall promptly give notice to the Trustee and the Servicer thereof. Notwithstanding any cessation of the transfer to the Trustee of additional Principal Receivables, Principal Receivables transferred to the Trustee prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. (c) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Seller or any of the Sellers Seller violates Section 2.07(c2.05(a) for any reason, the Sellers Seller shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”), ") immediately cease to transfer Principal Receivables to the Trust and shall promptly give written notice to the Trustee thereofof such Insolvency Event or violation. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event or violation and Collections in respect of 66 such Principal Receivables and Finance Charge Receivables whenever created, created or accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of its receipt of written notice of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within wi-thin 90 days from the date notice pursuant to clause (iii) above is first published given from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder Holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, then, unless prohibited from acting by applicable law, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Receivables, or cause to be sold, disposed of or otherwise liquidated, in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids; provided that if such sale, disposition or liquidation is being made solely on account of the Seller's violation of Section 2.05(a), then the Trustee shall effect such sale, disposition or liquidation, to be effected, only if the net proceeds of such sale, disposition or liquidation, applied in accordance with Section 9.02(b), will be sufficient to pay accrued interest on each Series of Certificates plus the excess of the outstanding principal balance of each Series of Certificates over the unreimbursed Investor Charge-Offs for such Series. The Trustee may obtain and conclusively rely upon a prior determination from any such applicable conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs Upon the occurrence of any event described in Section 9.1(a) with respect to any of the Sellers Originator or any of the Sellers violates Section 2.07(c) for any reasonSeller (an "Insolvency Event"), the Sellers Seller shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofTrustee, the Rating Agencies, each Enhancement Provider and each Purchaser Representative of such Insolvency Event. Notwithstanding any cessation of the transfer Conveyance to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been Conveyed to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV, any Supplement and any Receivables Purchase Agreement. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to each Investor Certificateholders Certificateholder, each Purchaser Representative and Enhancement Provider, if applicable, describing the provisions of this Section 9.2 and requesting instructions from such HoldersInvestor Certificateholders, Enhancement Providers and Purchaser Representatives. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published published, the Trustee shall have received written instructions from (xA) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Certificate Series, (B) in the case of any Certificate Series or, with respect to any Series with two or more Classeswhich there is an Enhancement Invested Amount, of the applicable Enhancement Provider, and (C) each Class, Purchaser Representative to the effect that such Investor Certificateholders Certificateholders, Enhancement Provider, if applicable, and such Purchaser Representatives disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred Conveyed to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectEvent, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable termsterms and to maximize the proceeds of such disposition or other liquidation of the Receivables, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonoccurs, the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall may (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.02 and -60- requesting instructions from such Holders. Unless the Trustee shall have received instructions Unless, within 90 days from the date day notice pursuant to clause (i) above is first published published, the Trustee shall have received written instructions from (x) Holders of Investor Certificates evidencing more than 50% of each Class of the aggregate unpaid principal amount Investor Interest of each Series or, with respect to any Series with two or more Classes, of each Class, issued and outstanding to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violationEvent, the Trust shall terminate and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and terminate the Trust. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator of the Transferor that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) Notwithstanding the termination of the Trust in accordance with subsection 9.02(a), the rights of the Certificateholders to amounts due hereunder shall continue until payment in full of such amounts. The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. . (c) The Insolvency Proceeds shall be allocated and distributed Trustee may appoint an agent or agents to Investor Certificateholders in accordance assist with its responsibilities pursuant to this Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafterIX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor voluntarily goes into liquidation or consents to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor and such decree shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other event described above, an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event appointment, voluntary liquidation, entering of such decree, admission, filing, making, suspension or violation occurs inability, as the case may be (the “"Appointment Date”Day"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of Trustee, the transfer to Master Servicer and the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence Credit Enhancer of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the TrustEvent. Within 15 days of the Appointment Datereceipt by the Trustee of the Transferor's notice of an Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper Newspapers that an Insolvency Event or violation has occurred and that the Trustee intends to direct the Master Servicer to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and Mortgage Loans in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless 11.02, which notice shall inform Investor Certificateholders that unless at least 51% of all Investor Certificateholders advise the Trustee shall have received instructions in writing that they wish the Trustee to instruct the Master Servicer not to sell, dispose of or otherwise liquidate the Mortgage Loans within 90 days from the date day notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation"Publication Date"), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly instruct the Master Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, and shall proceed to consummate the sale, liquidation or disposition of the Mortgage Loans as provided above with the highest bidder for the Mortgage Loans. The Transferor shall be permitted to bid for the Mortgage Loans. The Trustee may obtain a prior determination from any such conservator, conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 11.01 and 9.02 11.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Mortgage Loans pursuant to paragraph (aSection 11.02(a) (“Insolvency Proceeds”) above shall be immediately deposited treated as collections on the Mortgage Loans received during the Rapid Amortization Period; provided, however, that such proceeds will, based on amounts -------- ------- specified in writing by the Collection Account. The Trustee shall determine conclusively Master Servicer to the amount Trustee, first be paid to the Credit Enhancer to reimburse the Credit Enhancer for previously unreimbursed Credit Enhancement Draw Amounts and other amounts owing under the Insurance Agreement; and provided, further, that the Certificateholders' Fixed -------- ------- Allocation Percentage of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds such remaining proceeds shall be allocated and distributed paid to Investor Certificateholders in accordance with Article IV the following amounts and order of priority: (i) all accrued and unpaid interest on the terms Investor Certificate Principal Balance through the Interest Period immediately preceding the Distribution Date on which such proceeds are distributed to the Investor Certificateholders; and (ii) an amount of each Supplement and principal up to the Investor Certificate Principal Balance. The Policy shall cover any shortfall in the event such proceeds are insufficient to make the distributions to Investor Certificateholders pursuant to Section 11.02(b). On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders, the Trust shall terminate immediately thereafterterminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Depositor or any of the Sellers Depositor violates Section 2.07(c) for any reason, the Sellers Depositor shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections Collection in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days after receipt of such notice by the Trustee of the Appointment Dateoccurrence of such Insolvency Event or violation of Section 2.07(c), the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders and each Series Enhancer entitled thereto pursuant to the relevant Supplement describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred Transferred to the Trust as before such Insolvency Event or violation, and (y) to the extent provided in the relevant Supplement, the Series Enhancer with respect to such Series, to such effect, and (z) each of the Sellers holder (other than the Seller that is Depositor with respect to which the subject of such Insolvency Event or violation), including any Additional Seller, any holder occurred) of a Supplemental the Depositor's Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain and conclusively rely upon a prior determination from -70- 76 any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections Section 9.01 and 9.02 shall not be deemed to be mutually exclusive. References to the Depositor in this Section 9.02 include any Additional Depositor. (ba) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect a Liquidation Notice is delivered to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonSeller, the Sellers Eligible Loans shall be liquidated in accordance with the following procedures. The Seller shall on the day any such Insolvency Event or violation occurs Liquidation Notice is delivered (the “Appointment "Liquidation Notice Date”), ") immediately cease to transfer Principal Receivables Eligible Loans to the Trust and shall promptly give notice to Administrative Agent (on behalf of the Trustee thereofOwners). Notwithstanding any cessation of the transfer to the Trust Administrative Agent of additional Principal ReceivablesEligible Loans, Principal Receivables Eligible Loans transferred to the Trust Administrative Agent (on behalf of the Owners) prior to the occurrence of such Insolvency Liquidation Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, the Eligible Loans shall continue to be a part of the Trustallocated and paid in accordance with Articles II and IV. Within 15 days of the Appointment Liquidation Notice Date, the Trustee Administrative Agent shall (i) publish a notice in an Authorized Newspaper that an Insolvency a Liquidation Event or violation has occurred and that the Trustee Administrative Agent intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% Outstanding Principal Balances of the aggregate unpaid principal amount of each Series or, Eligible Loans as described below. The Administrative Agent shall make a reasonable attempt to solicit the Seller with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee proposed sale. The Administrative Agent shall promptly sell, dispose of or otherwise liquidate the Receivables Outstanding Principal Balances of the Eligible Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee Administrative Agent may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Outstanding Principal Balances of the Eligible Loans pursuant to paragraph subsection (a) above (“Insolvency Proceeds”net of the Administrative Agent's fees and expenses, including the fees and expenses of its counsel) shall be immediately deposited in treated as Collections on the Collection Account. The Trustee shall determine conclusively the amount Outstanding Principal Balances of the Insolvency Proceeds which are deemed to be Finance Charge Receivables Eligible Loans and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders deposited in accordance with Article IV the provisions of Articles II and IV; provided, however, that the Administrative Agent shall determine conclusively in its sole discretion the amount of such proceeds which are allocable to Finance Charge Collections and the terms amount of each Supplement and such proceeds which are allocable to Principal Collections. Such proceeds shall be distributed on the Trust shall terminate immediately thereafterDistribution Date following the date such proceeds are received (the "Liquidation Distribution Date"). (c) The Administrative Agent may appoint an agent or agents to assist with its responsibilities pursuant to this Article XI with respect to competitive bids. The Administrative Agent may recover its reasonable actual third party expenses.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Seller or any of the Sellers Seller violates Section 2.07(c2.6(a) for any reason, the Sellers Seller shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”), ") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event or violation and the Trust shall be deemed to have terminated, subject to the liquidation, winding up and dissolution procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event or violation and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, created or accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the date on which the Trustee receives notice from the Seller of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (iii) above is first published given from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the such sale, disposition or liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violationReceivables, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder Holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, then the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Receivables, or cause to be sold, disposed of or otherwise liquidated, in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, provided that if such sale, disposition or liquidation is being made solely on account of the Seller's violation of Section 2.6(a), then the Trustee shall effect such sale, disposition or liquidation, or cause such sale, disposition or liquidation to be effected, only if the net proceeds of such sale, disposition or liquidation, applied in accordance with Section 9.2(b), shall be sufficient to pay accrued interest on each Series of Certificates plus the excess of the outstanding principal balance of each Series of Certificates over the unreimbursed Investor Charge-Offs for such Series. The Trustee may obtain and conclusively rely upon a prior determination from any such applicable conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) ), net of all reasonable expenses incurred by the Trustee in connection with such sale, liquidation or other disposition, which shall be paid to the Trustee from such proceeds (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Non-Principal Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If Upon the occurrence of an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent, the Sellers Transferor shall promptly give notice of such event to the Trustee, and the Transferor shall on the day any of such Insolvency Event or violation occurs (the “Appointment DateDay”), ) immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to Trustee hereunder on behalf of the Trustee thereofTrust. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, created shall continue to be a part of the Trust, and such Collections shall continue to be allocated and deposited in accordance with the provisions of Article IV. Within 15 days of the Appointment Datereceipt by the Trustee of the notice of an Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders and any Enhancement Provider entitled thereto describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless , which notice shall request each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within instruct the Servicer to take. If after 90 days from the date day notice pursuant to clause (i) above is first published from (x) the “Publication Date”), the Trustee shall not have received written instructions of Holders of Investor Certificates evidencing more than aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a Series having more than one Class of Investor Certificates, with respect to each Class of such Series), each Holder of any Series with two or more Classes, of each Class, interest in the Exchangeable Transferor Certificate other than the Transferor and any other Person specified in any Supplement to the effect that such Investor Certificateholders disapprove of the liquidation of Trustee shall instruct the Servicer not to sell, dispose of, or otherwise liquidate the Receivables and wish to continue having Principal Receivables transferred instruct the Servicer to reconstitute the Trust upon the same terms and conditions as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectset forth herein, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, the Holders of more than 50% of the principal amount of each Class of such Series and each Holder of any interest in the Exchangeable Transferor Certificate other than the Transferor instruct the Trustee not to sell the portion of the Receivables allocable to such Series, the Trust shall continue with respect to such Series pursuant to the terms of this Agreement and the related Supplement. If specified in the applicable Supplement, the holder of an Enhancement Invested Amount with respect to a Series shall be entitled to give instructions pursuant to this Section 9.2 as if such Enhancement Invested Amount were a Class of such Series. The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the Aggregate Principal Receivables and (C) a fraction the numerator of which is the related Invested Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Invested Percentages with respect to Finance Charge Receivables of all Series outstanding and (2) the Invested Amount of such Series. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition the Transferor or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservator, the conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph Section (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables allocable to the Investor Certificateholders and shall be allocated and deposited as Collections allocable to the Investor Certificateholders of the applicable Series in accordance with the Collection Account. The provisions of Article IV; provided, however, that the Trustee shall determine conclusively without liability for such determination the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and (assuming that no Series elects to reconstitute the terms of each Supplement and Trust), the Trust shall terminate immediately thereafterterminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If any event set forth in Section 9.1(a) or (b) shall occur (any such event, an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event and the arrangement among the parties created hereby shall be deemed to have been dissolved, subject to the liquidation and winding up procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 75 days from the date day notice pursuant to clause (i) above is first published from (x) published, the Trustee shall have received written instructions of Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before Receivables. If such Insolvency Event or violation, and (y) each vote disapproving of liquidation of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectReceivables has not been obtained, the Trustee shall promptly use its best efforts to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Transferor or any holder of an interest in the Sellers violates Section 2.07(c) for any reasonExchangeable Transferor Certificate, the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust, and shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to (w) any Holder of the Exchangeable Transferor Certificate and any holder of an interest in the Exchangeable Transferor Certificate with respect to which the Insolvency Event has not occurred, (x) the Investor Certificateholders Certificateholders, (y) each Enhancement Provider, if any, and (z) any other Person entitled thereto pursuant any Supplement describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive9. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor shall consent to the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator for the winding-up or liquidation of its affairs shall have been entered against the Transferor (an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reason"INSOLVENCY EVENT"), the Sellers Transferor shall on the day any of such Insolvency Event or violation occurs (the “Appointment Date”), "APPOINTMENT DAY") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders Holders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date day notice pursuant to clause (i) above is first published from (x) published, the Trustee shall have received written instructions of Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Investor Interest of each Series issued and outstanding (or, with respect to if any such Series with has two or more Classes, of each Class, ) to the effect that such Investor Certificateholders Holders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectEvent, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from for any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) shall be immediately treated as Collections on the Receivables and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article IV; provided, that the Trustee shall determine conclusively in its sole discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and Unless the Trustee receives written instructions from Investor Holders as provided in subsection (a), on the day following the last Distribution Date in the Monthly Period during which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and the terms Holders of each Supplement and Series, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents (at the expense of the Transferor) to assist with its responsibilities pursuant to this Article IX with respect to competitive bids.

Additional Rights Upon the Occurrence of Certain Events. (a) If Seller voluntarily seeks, consents to or acquiesces in the benefit or benefits of any Debtor Relief Law or becomes a party to (or is made the subject of) any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant, and, in the event such proceeding is involuntary, (1) within 10 business days after Seller has knowledge of such proceeding or the filing thereof either (x) the petition instituting same has not been dismissed or (y) an Insolvency Event occurs order has not been entered by the court having jurisdiction which allows continued transfer to the Trust of Principal Receivables, with respect no adverse effect to any the Trust or the investor Certificateholders or (2) an order as contemplated in (1)(x) above having previously been entered, is no longer in effect other than by reason of the Sellers or any termination of the Sellers violates Section 2.07(c) for any reasonsuch proceeding (each, the Sellers an "Insolvency Event"), Seller shall on the day any date of such Insolvency Event or violation occurs (the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables Receivables, whenever created, accrued in respect of such Principal Receivables, Receivables which have been transferred to the Trust shall continue to be a part of the Trust. Within 15 days of the Appointment DateInsolvency Event, the Trustee shall (i) publish a notice in an the Authorized Newspaper Newspapers that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless the Trustee shall have received instructions within If after 90 days from the date day notice pursuant to clause (i) above is first published from (x) the "Publication Date"), the Trustee shall not have received written instructions of Holders of Investor Certificates evidencing more than representing Undivided Interests aggregating in excess of 50% of the aggregate unpaid principal amount Investor Amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly not instruct the Servicer to sell, dispose of of, or otherwise liquidate the Receivables, the Trustee, subject to the following proviso, shall proceed to take such preparatory actions as the Trustee may deem appropriate in order to sell, dispose of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids; provided, however, no such sale, disposition or liquidation, whether in whole or in part, of the Receivables shall be consummated until and unless the occurrence of refusal to provide the written response referred to above (a "Response"). The Trustee may obtain a prior determination from any such conservator, conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph subsection (a) (“Insolvency Proceeds”) above shall be immediately deposited in treated as Collections on the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders deposited in accordance with the provisions of Article IV and IV. On the terms of each Supplement and day following the Distribution Date on which such proceeds are scheduled to be distributed to the Investor Certificateholders, the Trust shall terminate immediately thereafterterminate.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs of Bankruptcy shall occur with respect to any of the Sellers or any of Class C Certificateholders in this Agreement and the Sellers violates Section 2.07(c) for any reason, the Sellers Trust shall be deemed to have terminated on the day any of such Insolvency Event or violation occurs (of Bankruptcy; and within 7 Business Days of the “Appointment Date”), immediately cease to transfer Principal Receivables to the Trust and shall promptly give date of written notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the Appointment DateBankruptcy, the Trustee shall shall: (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation of Bankruptcy has occurred with respect to any of the Class C Certificateholders, that the Trust has terminated, and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice Related Transferred Assets pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables this Agreement in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids (a "Disposition"); and (ii) send written notice to the Certificateholders describing the provisions of this Section 9.03 and requesting each Certificateholder to advise the Trustee in writing whether (A) it wishes the Trustee to instruct the Administrator not to effectuate a Disposition, (B) it refuses to advise the Trustee as to the specific action the Trustee shall instruct the Administrator to take or (C) it wishes the Administrator to effect a Disposition. If, after 60 days from the day notice pursuant to clause (a)(i) is first published (the "Publication Date"), the Trustee shall not have received the written instruction described in sub-clause (A) of clause (a)(ii) from Holders of the Certificates representing in excess of 50% of the outstanding principal amount of each of the Certificates, the Trustee shall instruct the Administrator to effectuate a Disposition, and the Administrator shall proceed to consummate a Disposition. If, however, Holders of the Certificates representing in excess of 50% of the outstanding principal amount of each Class of the Certificates instruct the Trustee not to effectuate a Disposition, the Trustee shall consent to the formation of a new trust, transfer the Trust Assets to such trust, exchange new certificates for the existing Certificates and otherwise continue pursuant to the terms of this Agreement. (b) Notwithstanding the termination of this Agreement and the Trust pursuant to clause (a), the proceeds from any Disposition of the Receivables and the Related Transferred Assets pursuant to clause (a) shall be treated as Collections on the Receivables and shall be allocated and deposited in accordance with the provisions of Article IV. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Section 9.03 with respect to competitive bids. (d) NAFCO or any of its Affiliates shall be permitted to bid for the Receivables and the Related Transferred Assets. The Trustee may obtain a prior determination from any such conservatorbankruptcy trustee, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation Disposition are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (be) The proceeds from Notwithstanding the sale, disposition or liquidation termination of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement this Agreement and the Trust pursuant to clause (a), the Trustee shall terminate immediately thereaftercontinue to have the rights described in Section 9.2 and Article XI, and be subject to direction on terms consistent with those set out in Section 11.14, pending the completion of any Disposition and/or the reconstitution of the Trust.

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers Seller or any of the Sellers Seller violates Section 2.07(c2.6(a) for any reason, the Sellers Seller shall on the day any such Insolvency Event or violation occurs (the “"Appointment Date”), ") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofof such Insolvency Event or violation and the Trust shall be deemed to have terminated, subject to the liquidation, winding up and dissolution procedures described below. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event or violation and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, created or accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days of the date on which the Trustee receives notice from the Seller of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (iii) above is first published given from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid outstanding principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the such sale, disposition or liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder Holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, then the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Receivables, or cause to be sold, disposed of or otherwise liquidated, in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids, provided that if such sale, disposition or liquidation is being made solely on account of the Seller's violation of Section 2.6(a), then the Trustee shall effect such sale, disposition or liquidation, or cause such sale, disposition or liquidation to be effected, only if the net proceeds of such sale, disposition or liquidation, applied in accordance with Section 9.2(b), shall be sufficient to pay accrued and unpaid interest on each Series of Certificates plus the excess of the outstanding principal balance of each Series of Certificates over the unreimbursed investor charge-offs, if applicable, for such Series. The Trustee may obtain and conclusively rely upon a prior determination from any such applicable conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) ), net of all reasonable expenses incurred by the Trustee in connection with such sale, liquidation or other disposition, which shall be paid to the Trustee from such proceeds (“"Insolvency Proceeds”") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Non-Principal Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.

Additional Rights Upon the Occurrence of Certain Events. (a) If the Transferor goes into liquidation or consents to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Transferor or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor and such decree shall have remained in force undischarged or unstayed for a period of 30 days; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (such voluntary liquidation, appointment, entering of such decree, admission, filing, making, suspension or violation or other event described above, an "Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent"), the Sellers Transferor shall on the day any of such Insolvency Event appointment, liquidation, entering of such decree, admission, filing, making, suspension or violation occurs inability, as the case may be (the “"Appointment Date”Day"), immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of Trustee, the transfer to Servicer and the Trust of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence Credit Enhancer of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the TrustEvent. Within 15 days of the Appointment Datereceipt by the Trustee of the Transferor's notice of an Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper Newspapers that an Insolvency Event or violation has occurred and that the Trustee intends to direct the Servicer to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and Mortgage Loans in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee 11.02, which notice shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of inform Investor Certificates evidencing Certificateholders that unless more than 50% of the aggregate unpaid principal amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such all Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, advise the Trustee shall promptly in writing that they wish the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) (“Insolvency Proceeds”) shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter.otherwise

Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonTransferor, the Sellers arrangement among the Investor Certificateholders and the Transferor shall dissolve and the Trust shall be liquidated in accordance with the following procedures. The Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables Subsequent Mortgage Loans and Additional Balances to the Trust and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal ReceivablesSubsequent Mortgage Loans and Additional Balances, Principal Receivables Subsequent Mortgage Loans and Additional Balances transferred to the Trust prior to the occurrence of such Insolvency Event and Daily Investor Principal Collections in respect of such Principal Receivables and Finance Charge Receivables Daily Investor Interest Collections, whenever created, accrued in respect of such Principal Receivables, the Mortgage Loans shall continue to be a part of the Trust. , and shall continue to be allocated and paid in accordance with Article V. Within 15 days of the Appointment DateDay, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially Trust Balances of the Mortgage Loans as described below. The Trustee shall obtain a position listing from the Depository as of the record date established by the Trustee and make a reasonable terms and in a commercially reasonable manner and (ii) give notice attempt to solicit Investor Certificateholders describing the provisions of this Section and requesting instructions from with respect to such Holdersproposed sale. Unless within 75 days from the day the notice above is given, the Trustee shall have received written instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount Percentage Interests of each Series orInvestor Certificates and the Person, with respect if any, designated by the Transferor prior to any Series with two or more Classes, of each Class, such Insolvency Event to the effect that such Investor Certificateholders and such Person, if any, disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event or violation, and (y) each Balances of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectMortgage Loans, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables Trust Balances of the Mortgage Loans in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. By accepting its interest in an Investor Certificate hereunder, each Investor Certificateholder hereby delegates to the Certificate Insurer its right to give such instructions to the Trustee, unless a Certificate Insurer Default has occurred and is continuing. Any attempted designation of a Person for such purposes by the Transferor prior to an Insolvency Event which does not, by its terms, include an irrevocable written delegation to the Certificate Insurer of the designee's right to give such instructions to the Trustee shall be null and void and of no force and effect (unless a Certificate Insurer Default shall have occurred and be continuing prior to any such attempted designation). Unless a Certificate Insurer Default shall have occurred and be continuing, the Certificate Insurer may make such instruction on behalf of the Investor Certificateholders and such Person, if any, designated by the Transferor prior to such Insolvency Event. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables Trust Balances of the Mortgage Loans pursuant to paragraph subsection (a) above (“Insolvency Proceeds”net of the Trustee's fees and expenses, including the fees and expenses of its counsel) shall be immediately treated as collections on the Trust Balances of the Mortgage Loans and shall be allocated and deposited in accordance with the Collection Account. The provisions of Article V; provided, however, that the Trustee shall determine conclusively in its sole -------- ------- discretion the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables Trust Interest and the amount of such proceeds which are allocable to Principal ReceivablesCollections. The Insolvency Proceeds Such proceeds shall be allocated distributed on the Distribution Date following the date such proceeds are received (the "Dissolution Distribution Date"). If the Certificate Insurer has elected to cause a termination of the Trust pursuant to subsection (a) above, the Certificate Insurance Policy will be available to cover the payment of the then-accrued and unpaid interest on the outstanding Investor Certificate Principal Balance at the Investor Certificate Rate, as well as the outstanding Investor Certificate Principal Balance, on the Dissolution Distribution Date, after giving effect to all other amounts distributed to Investor Certificateholders in accordance with Article IV and on or prior to such Dissolution Distribution Date. On the terms of each Supplement and day following the Dissolution Distribution Date, the Trust shall terminate immediately thereafterterminate. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article XI with respect to competitive bids. The Trustee may recover its reasonable actual third party expenses from the Trust Fund (in an amount not to exceed $10,000) if Investor Certificateholders evidencing more than 50% of the aggregate Percentage Interests of Investor Certificates and the Person designated by the Transferor prior to an Insolvency Event, or the Certificate Insurer, on their behalf, vote not to sell the Trust Balances of the Mortgage Loans.

Additional Rights Upon the Occurrence of Certain Events. (a) If Upon the occurrence of an Insolvency Event occurs with respect to any of the Sellers or any of the Sellers violates Section 2.07(c) for any reasonEvent, the Sellers Transferor shall promptly give notice of such event to the Trustee, and the Transferor shall on the day any of such Insolvency Event or violation occurs (the “"Appointment Date”), Day") immediately cease to transfer Principal Receivables to the Trust and shall promptly give notice to the Trustee thereofhereunder. Notwithstanding any cessation of the transfer to the Trust Trustee of additional Principal Receivables, Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, created shall continue to be a part of the Trust, and such Collections shall continue to be allocated and deposited in accordance with the provisions of Article IV. Within 15 days of the Appointment Datereceipt by the Trustee of the notice of an Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event or violation has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give send written notice to the Investor Certificateholders and any Enhancement Provider entitled thereto describing the provisions of this Section 9.2 and requesting instructions from such Holders. Unless , which notice shall request each Investor Certificateholder to advise the Trustee in writing that it elects one of the following options: (A) the Investor Certificateholder wishes the Trustee to instruct the Servicer not to sell, dispose of or otherwise liquidate the Receivables and to instruct the Servicer to reconstitute the Trust upon the same terms and conditions set forth herein, or (B) the Investor Certificateholder wishes the Trustee to instruct the Servicer to sell, dispose of or otherwise liquidate the Receivables, or (C) the Investor Certificateholder refuses to advise the Trustee as to the specific action the Trustee shall have received instructions within instruct the Servicer to take. If after 90 days from the date day notice pursuant to clause (i) above is first published from (x) the "Publication Date"), the Trustee shall not have received written instructions of Holders of Investor Certificates evidencing more than aggregating in excess of 50% of the aggregate unpaid principal amount related Invested Amount of each Series or(or in the case of a Series having more than one Class of Investor Certificates, with respect to each Class of such Series), each Holder of any Series with two or more Classes, of each Class, interest in the Exchangeable Transferor Certificate other than the Transferor and any other Person specified in any Supplement to the effect that such Investor Certificateholders disapprove of the liquidation of Trustee shall instruct the Servicer not to sell, dispose of, or otherwise liquidate the Receivables and wish to continue having Principal Receivables transferred instruct the Servicer to reconstitute the Trust upon the same terms and conditions as before such Insolvency Event or violation, and (y) each of the Sellers (other than the Seller that is the subject of such Insolvency Event or violation), including any Additional Seller, any holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effectset forth herein, the Trustee shall promptly instruct the Servicer to proceed to sell, dispose of of, or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bidsbids and the Servicer shall proceed to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables. If, however, with respect to the portion of the Receivables allocable to any outstanding Series, the Holders of more than 50% of the principal amount of each Class of such Series and each Holder of any interest in the Exchangeable Transferor Certificate other than the Transferor instruct the Trustee not to sell the portion of the Receivables allocable to such Series, the Trust shall continue with respect to such Series pursuant to the terms of this Agreement and the related Supplement. If specified in the applicable Supplement, the holder of an Enhancement Invested Amount with respect to a Series shall be entitled to give instructions pursuant to this Section 9.2 as if such Enhancement Invested Amount were a Class of such Series. The portion of the Receivables allocable to any Series shall be equal to the sum of (1) the product of (A) the Transferor Percentage, (B) the Aggregate Principal Receivables and (C) a fraction the numerator of which is the related Invested Percentage with respect to Finance Charge Receivables and the denominator of which is the sum of all Invested Percentages with respect to Finance Charge Receivables of all Series outstanding and (2) the Invested Amount of such Series. The Transferor or any of its Affiliates shall be permitted to bid for the Receivables. In addition the Transferor or any of its Affiliates shall have the right to match any bid by a third person and be granted the right to purchase the Receivables at such matched bid price. The Trustee may obtain a prior determination from any such conservator, the conservator or receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 9.1 and 9.02 9.2 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph Section (a) (“Insolvency Proceeds”) above shall be immediately treated as Collections on the Receivables allocable to the Investor Certificateholders and shall be allocated and deposited as Collections allocable to the Investor Certificateholders of the applicable Series in accordance with the Collection Account. The provisions of Article IV; provided, however, that the Trustee shall determine conclusively without liability for such determination the amount of the Insolvency Proceeds such proceeds which are deemed allocable to be Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. The Insolvency Proceeds shall be allocated and On the day following the Distribution Date on which such proceeds are distributed to the Investor Certificateholders in accordance with Article IV and (assuming that no Series elects to reconstitute the terms of each Supplement and Trust), the Trust shall terminate immediately thereafter.terminate. [END OF ARTICLE IX]