Common use of Optional Preservation of the Receivables Clause in Contracts

Optional Preservation of the Receivables. Except as provided in Section 5.04(c)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TMCRC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(c)(iv), if If the Notes have been declared to be due and payable under Section 5.02 SECTION 5.2 following an Event of Default Default, and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee maymay (or shall, unless otherwise directed by at the Holders of at least 51% written direction of the Outstanding Amount of Facility Administrator and the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TMCRC or any of their Affiliates), but need not, Note Majority) elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the ReceivablesCollateral. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust EstateCollateral. In determining whether to maintain possession of the Trust EstateCollateral, the Indenture Trustee may, but need not, obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Collateral for such purpose. The Indenture Trustee shall not be liable for acting in reliance on such an opinion.

Optional Preservation of the Receivables. Except as provided in Section 5.04(c)(iv), if If the Notes ---------------------------------------- have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by so long as no Insurer Default shall have occurred and be continuing, at the Holders of at least 51% direction of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TMCRC or any of their Affiliates), but need notInsurer, elect to maintain possession of the Trust Estate and direct apply proceeds as if there had been no declaration of acceleration; provided however, that the Issuer, Servicer Available Funds shall be applied in accordance with such declaration of acceleration in the manner specified in Section 4.05(d) of the Sale and Administrator not to take steps to liquidate the ReceivablesServicing Agreement. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(c)(iv), At the direction of the Controlling Party and if the Notes have been declared to be due and payable under Section 5.02 5.2 following an Event of Default Default, and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TMCRC or any of their Affiliates), but need not, elect to maintain retain possession of the Trust Estate and direct effect the Issuer, Servicer and Administrator not to take steps to collection thereof rather than dispose of or liquidate the ReceivablesTrust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain retain possession of the Trust Estate. In determining whether to maintain retain possession of the Trust EstateEstate and effect the collection thereof, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. Subject to Section 5.11 and for purposes of effecting the collection of the Trust Estate, the Trustee may (but shall not be required to) reasonably exercise any judgment or take any action not otherwise inconsistent with the terms hereof.

Optional Preservation of the Receivables. Except as provided in Section 5.04(c)(iv), If the Trustee ---------------------------------------- is the Controlling Party and if the Notes have been declared to be due and payable under Section 5.02 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TMCRC or any of their Affiliates), but need not, elect to direct the Trust Collateral Agent to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the ReceivablesProperty. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of direct the Trust Estate. In determining whether Collateral Agent to maintain possession of the Trust EstateProperty. In determining whether to direct the Trust Collateral Agent to maintain possession of the Trust Property, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate Property for such purposepurpose which opinion shall be at the expense of the Issuer.