Common use of Rights Upon Event of Default Clause in Contracts

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, other than an Event of Default described in SECTION 5.01(iv) or (v) above, the Indenture Trustee or Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of the aggregate Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may declare the principal amount of the Notes immediately due and payable at par. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this ARTICLE 5, PROVIDED, Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of the aggregate Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may rescind such declaration if (i) the Issuer has made all payments of principal of and interest on all Notes when the same becomes due and payable and (ii) the Issuer has paid all amounts due and payable to the Indenture Trustee. If an Event of Default described in SECTION 5.01(iv) or (v) shall have occurred and be continuing, the principal amount of the Notes shall become immediately due and payable.

Rights Upon Event of Default. If (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, other than an Event then with the consent of Default described in SECTION 5.01(iv) or (v) abovethe Insurer, the Indenture Trustee or Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of the aggregate Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may declare the principal amount of the Notes shall become immediately due and payable at par, together with accrued interest thereon. At any time after such declaration of The Trustee will have no discretion with respect to the acceleration of maturity has been made and before a judgment or decree for payment the Notes under the foregoing circumstances. In the event of any such acceleration of the money due has been obtained Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Indenture Trustee as hereinafter in this ARTICLE 5Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, PROVIDEDratably, Holders holding without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; (ii) to the Class A-1 Noteholders for amounts due and unpaid on such Class A-1 Notes or Class A-2 Notes representing not less than 50% for principal, ratably without preference of the aggregate Outstanding Amount of any kind, according to amounts due on the Class A-1 Notes and the for principal; and (iii) to each other Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may rescind such declaration if (i) the Issuer has made all payments of principal of and interest on all Notes when the same becomes Noteholders for amounts due and payable and (ii) the Issuer has paid all unpaid on such Class of Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Notes for principal. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Indenture Trustee. Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default described in SECTION 5.01(iv) or (v) shall have occurred and be continuing, the principal amount Trustee may, or if so requested in writing by Holders of Notes representing at least 66K% of the aggregate Outstanding Amount, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon. Notwithstanding anything to the contrary in this paragraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payablepayable at par, together with accrued interest thereon.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, other than an Event of Default described in SECTION 5.01(iv) or (v) above, the Indenture Trustee or Holders holding Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-2 A-4 Notes representing not less more than 50% of the aggregate Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-2 A-4 Notes or, if there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-2 A-4 Notes Outstanding, Holders holding Class B Notes representing not less more than 50% of the Outstanding Amount of the Class B Notes may declare the principal amount of the Notes immediately due and payable at par. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this ARTICLE 5, PROVIDED, Holders holding Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-2 A-4 Notes representing not less more than 50% of the aggregate Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, Class A-3 Notes and the Class A-2 A-4 Notes or, if there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-2 A-4 Notes Outstanding, Holders holding Class B Notes representing not less more than 50% of the Outstanding Amount of the Class B Notes may rescind such declaration if (i) the Issuer has made all payments of principal of and interest on all Notes when the same becomes due and payable and (ii) the Issuer has paid all amounts due and payable to the Indenture Trustee. If an Event of Default described in SECTION 5.01(iv) or (v) shall have occurred and be continuing, the principal amount of the Notes shall become immediately due and payable.

Rights Upon Event of Default. If (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, other than an Event then with the consent of Default described in SECTION 5.01(iv) or (v) abovethe Insurer, the Indenture Notes shall become immediately due and payable at par, together with accrued interest thereon. The Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; (ii) to Holders holding of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes for principal, ratably, without preference or Class A-2 Notes representing not less than 50% priority of any kind, until the aggregate Outstanding Amount of the Class A-1 Notes and is reduced to zero; (iii) to Holders of the Class A-2 Notes or, if there are no Class A-1 Notes or for amounts due and unpaid on the Class A-2 Notes Outstandingfor principal, Holders holding Class B Notes representing not less than 50% ratably, without preference or priority of any kind, until the Outstanding Amount of the Class B A-2 Notes may declare the principal amount is reduced to zero; (iv) to Holders of the Class A-3A Notes immediately and Class A-3B Notes for amounts due and unpaid on the Class A-3A Notes and Class A-3B Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable at par. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this ARTICLE 5, PROVIDED, Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of the aggregate Outstanding Amount of on the Class A-1 A-3A Notes and the Class A-2 A-3B Notes orfor principal, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of until the Outstanding Amount of each of the Class B A-3A Notes may rescind such declaration if and Class 3B Notes reduced to zero; (iv) to Holders of the Issuer has made all payments of principal of Class A-4A Notes and interest on all Class A-4B Notes when the same becomes for amounts due and payable unpaid on the Class A-4A Notes and (ii) Class A-4B Notes for principal, ratably, without preference or priority of any kind, according to the Issuer has paid all amounts due and payable on the Class A-4A Notes and Class A-4B Notes for principal, until the Outstanding Amount of each of the Class A-4A Notes and Class A-4B Notes is reduced to zero. (b) So long as no Insurer Default has occurred and is continuing, in the Indenture Trustee. event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default described in SECTION 5.01(iv) or (v) shall have occurred and be continuing, the principal amount Trustee may, or if so requested in writing by Holders of Notes representing at least 66 2/3% of the aggregate Outstanding Amount, voting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon. Notwithstanding anything to the contrary in this paragraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payablepayable at par, together with accrued interest thereon.

Rights Upon Event of Default. (a) If an Insurer Default shall not have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Notes shall become immediately due and payable at 100% of the outstanding principal amount of the Notes, together with accrued Yield thereto. If an Event of Default shall have occurred and be continuing, other than the Controlling Party may direct the Custodian to exercise any of the remedies specified in the Custodial Agreement in respect of the Collateral. In the event of any acceleration of any Notes by operation of this Section 14.3, the Custodian shall continue to be entitled to make claims under the Policy pursuant to the Custodial Agreement for payments on the Notes. Payments under the Policy following acceleration of any Notes shall be applied by the Custodian: FIRST: to holders of the Notes for amounts due and unpaid on the Notes for Yield, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for Yield; and SECOND: to holders of the Notes for amounts due and unpaid on the Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal. (b) In the event any Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to make payments on the Notes in accordance with the Policy), but not the obligation, to make payments under the Policy or otherwise of interest and principal due on such Notes, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default described in SECTION 5.01(iv) or (v) aboveshall have occurred and be continuing, the Indenture Trustee Agent in its discretion may, or Holders holding Class A-1 Notes or Class A-2 if so requested in writing by holders of the Notes representing not less than 50% a majority of the aggregate Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may declare the outstanding principal amount of the Notes, declare by written notice to the Borrower that the Notes have become due and payable, whereupon they shall become, immediately due and payable at par. At 100% of the outstanding principal amount of the Notes, together with accrued Yield thereon. (d) If an Insurer Default shall have occurred and be continuing, then at any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee Agent as hereinafter in this ARTICLE 5provided, PROVIDED, Holders holding Class A-1 Notes or Class A-2 the holders of Notes representing not less than 50% a majority of the aggregate Outstanding Amount outstanding principal amount of the Class A-1 Notes Notes, by written notice to the Borrower and the Class A-2 Notes orAgent, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may rescind and annul such declaration if and its consequences if: (i) the Issuer Borrower has made paid or deposited with the Agent a sum sufficient to pay (A) all payments of principal of and interest Yield on all Notes when and all other amounts that would then be due hereunder or upon such Notes if the same becomes due Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Agent hereunder and payable the reasonable compensation, expenses, disbursements and advances of the Agent and its agents and counsel; and (ii) all Events of Default, other than the Issuer has paid all amounts due and payable to the Indenture Trustee. If an Event nonpayment of Default described in SECTION 5.01(iv) or (v) shall have occurred and be continuing, the principal amount of the Notes that has become due solely by such acceleration, have been cured or waived. No such rescission shall become immediately due and payable.affect any subsequent default or impair any right consequent thereto. 89 97 ARTICLE XV

Rights Upon Event of Default. If (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, other than an Event then with the consent of Default described in SECTION 5.01(iv) or (v) abovethe Insurer, the Indenture Notes shall become immediately due and payable at par, together with accrued interest thereon. The Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Trustee: (i) to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; (ii) to Holders holding of the Class A-1 Notes or for amounts due and unpaid on the Class A-2 A-1 Notes representing not less than 50% of for principal, until the aggregate Outstanding Amount of the Class A-1 Notes and is reduced to zero; (iii) to Holders of the Class A-2 Notes or, if there are no Class A-1 Notes or for amounts due and unpaid on the Class A-2 Notes Outstandingfor principal, Holders holding Class B Notes representing not less than 50% of until the Outstanding Amount of the Class B A-2 Notes may declare the principal amount is reduced to zero; (iv) to Holders of the Class A-3A Notes immediately and Class A-3B Notes for amounts due and unpaid on the Class A-3A Notes and Class A-3B Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable at par. At any time after such declaration of acceleration of maturity has been made on the Class A-3A Notes and before a judgment or decree Class A-3B Notes for payment of principal, until the money due has been obtained by the Indenture Trustee as hereinafter in this ARTICLE 5, PROVIDED, Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of the aggregate Outstanding Amount of each of the Class A-1 A-3A Notes and Class A-3B Notes is reduced to zero; and (v) to Holders of the Class A-2 A-4 Notes orfor amounts due and unpaid on the Class A-4 Notes for principal, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of until the Outstanding Amount of the Class B A-4 Notes may rescind such declaration if is reduced to zero. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Issuer has made all payments of principal of and interest Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on all Notes when any date or dates following such acceleration as the same becomes due and payable and Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Issuer has paid all amounts due Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and payable to the Indenture Trustee. If be continuing and an Event of Default described in SECTION 5.01(iv) or (v) shall have occurred and be continuing, the principal amount Trustee may, or if so requested in writing by Holders of Notes representing at least 66 2/3% of the aggregate Outstanding Amount of Notes, voting together as a single Class, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon. Notwithstanding anything to the contrary in this paragraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payablepayable at par, together with accrued interest thereon.

Rights Upon Event of Default. (a) So long as the Insurer is the Controlling Party, if an Event of Default shall have occurred and is continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the entire principal amount of the Class A Notes, together with interest accrued on the Class A Notes and Class I Notes, become immediately due and payable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest on the Class A and Class I Notes, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If the Insurer is no longer the Controlling Party, and an Event of Default shall have occurred and be continuing, other than the Indenture Trustee shall, if so requested in writing by the Majority Noteholders, upon prior written notice to each Rating Agency, declare that the entire principal amount of the Class A Notes, together with interest accrued on the Class A Notes and Class I Notes, become immediately due and payable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest on the Class A and Class I Notes, shall become immediately due and payable. (c) If an Event of Default described in SECTION 5.01(iv) or (v) aboveoccurs and the Notes have been accelerated, the Indenture Trustee or Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% may exercise any of the aggregate Outstanding Amount remedies specified in Section 5.04(a) hereof. Payments following acceleration of any Notes shall be applied by the Indenture Trustee pursuant to Section 8.05(g) hereof. (d) In the event any Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Insured Payments on the Notes in accordance with the Policy), but not the obligation, to make payments under the Policy or otherwise of interest and principal due on such Notes, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect. In addition, if an Event of Default occurs and the Insurer accelerates the Notes whether in full or in part (including, without limitation, as a result of the sale of any Receivable), the Insurer will from and after such acceleration guarantee pursuant to the Policy the continued payment of Class A-1 Notes and I Monthly Interest to the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of I Noteholders based on the Outstanding Planned Notional Principal Amount of Schedule for all remaining Payment Dates included in the Class B Notes may declare the principal amount of the Notes immediately due and payable at par. Planned Notional Principal Amount Schedule. (e) At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this ARTICLE 5Article V provided, PROVIDEDthe Insurer, Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of so long as it is the aggregate Outstanding Amount of Controlling Party, and otherwise, the Class A-1 Notes Majority Noteholders, by written notice to the Issuer and the Class A-2 Notes orIndenture Trustee, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may rescind and annul such declaration if and its consequences if: (i) the Issuer has made paid or deposited with the Indenture Trustee a sum sufficient to pay: (A) all payments of principal of on the Class A Notes and interest on all Notes when and all other amounts that would then be due hereunder or upon such Notes if the same becomes Event of Default giving rise to such acceleration had not occurred, which funds shall be deposited into the Collection Account; (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel, which funds shall be deposited into the Collection Account; and (C) all sums paid or advanced by or due to the Insurer and payable and any unpaid Insurance Premium, which funds shall be paid to the Insurer; and (ii) all Events of Default, other than the Issuer has paid all amounts due and payable to nonpayment of the Indenture Trustee. If an Event of Default described in SECTION 5.01(iv) interest on or (v) shall have occurred and be continuing, the principal amount of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13 hereof. No such rescission shall become immediately due and payableaffect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) So long as the Insurer is the Controlling Party, if an Event of Default shall have occurred and is continuing, then the Insurer shall have the right, but not the obligation, upon prior written notice to each Rating Agency, to declare by written notice to the Issuer, the Servicer and the Indenture Trustee that the entire principal amount of the Class A Notes, together with interest accrued on the Class A and Class I Notes, become immediately due and payable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest on the Class A and Class I Notes, shall become immediately due and payable. The Indenture Trustee will have no discretion with respect to the acceleration of the Notes under the foregoing circumstances. In the event of any such acceleration of the Notes, the Indenture Trustee shall continue to make claims under the Policy with respect to the Notes. (b) If the Insurer is no longer the Controlling Party and an Event of Default shall have occurred and be continuing, other than the Indenture Trustee shall, if so requested in writing by the Majority Noteholders, upon prior written notice to each Rating Agency, declare that the entire principal amount of the Class A Notes, together with interest accrued on the Class A and Class I Notes, become immediately due and payable, and upon any such declaration the unpaid principal amount of the Class A Notes, together with accrued and unpaid interest on the Class A and Class I Notes, shall become immediately due and payable. (c) If an Event of Default described in SECTION 5.01(iv) or (v) aboveoccurs and the Notes have been accelerated, the Indenture Trustee or Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% may exercise any of the aggregate remedies specified in Section 5.04(a). Payments following acceleration of any Notes shall be applied by the Indenture Trustee: (i) first, to pay any unpaid monthly Indenture Trustee Fee and expense reimbursements and indemnities owed to the Indenture Trustee in its capacities as Indenture Trustee, Back-up Servicer and Collateral Agent; (ii) second, pro rata, to pay any unpaid monthly Servicing Fee, Standby Servicing Fee and Owner Trustee Fee, as well as expense reimbursements and indemnities owed to the Servicer, Standby Servicer and Owner Trustee; (iii) third, to pay accrued interest on each class of Class A and Class I Notes on a pro rata basis based on the interest accrued (including interest accrued on past due interest) on each class of Class A Notes and on the Class I Notes based on the interest accrued on the Class I Notes; (iv) fourth, to pay principal on each class of Class A Notes, on a pro rata basis based on the Class A Note Balance, until the Outstanding Amount Note Balance of each Class of Class A Notes is reduced to zero; (v) fifth, to pay the Insurance Premium and all other amounts owing the Insurer under the Insurance Agreement; and (vi) sixth, to the Spread Account, to be applied in accordance with the Spread Account Agreement; provided, however, that in no event shall any amounts received pursuant to the Policy be paid to any party other than pursuant to clauses (iii) and (iv) above. (d) In the event any Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Policy), but not the obligation, to make payments under the Policy or otherwise of interest and principal due on such Notes, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect. In addition, if an Event of Default occurs and the Insurer accelerates the Notes whether in full or in part (including, without limitation, as a result of the sale of any Receivable), the Insurer will from and after such acceleration guarantee pursuant to the Policy the continued payment of Class A-1 Notes and I Monthly Interest to the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of I Noteholders based on the Outstanding Planned Notional Principal Amount of Schedule for all remaining Payment Dates included in the Class B Notes may declare the principal amount of the Notes immediately due and payable at par. Planned Notional Principal Amount Schedule. (e) At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this ARTICLE 5Section V provided, PROVIDEDthe Insurer, Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of so long as it is the aggregate Outstanding Amount of Controlling Party, and otherwise, the Class A-1 Notes Majority Noteholders, by written notice to the Issuer and the Class A-2 Notes orIndenture Trustee, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may rescind and annul such declaration if and its consequences if: (i) the Issuer has made paid or deposited with the Indenture Trustee a sum sufficient to pay: (A) all payments of principal of on the Class A Notes and interest on all Notes when and all other amounts that would then be due hereunder or upon such Notes if the same becomes Event of Default giving rise to such acceleration had not occurred, which funds shall be deposited into the Collection Account; (B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel, which funds shall be deposited into the Collection Account; and (C) all sums paid or advanced by or due to the Insurer and payable and any unpaid Insurance Premium, which funds shall be paid to the Insurer; and (ii) all Events of Default, other than the Issuer has paid all amounts due and payable to nonpayment of the Indenture Trustee. If an Event of Default described in SECTION 5.01(iv) interest on or (v) shall have occurred and be continuing, the principal amount of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. No such rescission shall become immediately due and payableaffect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. If (a) So long as no Insurer Default has occurred and is continuing, if an Event of Default shall have occurred and be continuing, other than an Event then with the consent of Default described in SECTION 5.01(iv) or (v) abovethe Insurer, the Indenture Trustee or Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of the aggregate Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may declare the principal amount of the Notes shall become immediately due and payable at par, together with accrued interest thereon. At any time after such declaration of The Trustee will have no discretion with respect to the acceleration of maturity has been made and before a judgment or decree for payment the Notes under the foregoing circumstances. In the event of any such acceleration of the money due has been obtained Notes, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of the Notes shall be applied by the Indenture Trustee as hereinafter in this ARTICLE 5, PROVIDED, Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of the aggregate Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may rescind such declaration if Trustee: (i) the Issuer has made all payments of principal of and interest on all Notes when the same becomes to Noteholders for amounts due and payable and (ii) unpaid on the Issuer has paid all Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and (ii) to each Class of Noteholders for amounts due and unpaid on such Class of Notes for principal, ratably, without preference or priority of any kind, according to amounts due and payable on the Indenture Trustee. Notes for principal. (b) So long as no Insurer Default has occurred and is continuing, in the event the Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to elect: (i) to cause the Trustee or the Master Servicer, subject to Section 5.04, to sell or liquidate the Trust Estate, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect; or (ii) to pay Scheduled Payments on the Notes in accordance with the Note Policy. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default described in SECTION 5.01(iv) or (v) shall have occurred and be continuing, the principal amount Trustee may, or if so requested in writing by Holders of Notes representing at least 66 2/3% of the aggregate Outstanding Amount, upon prior written notice to each Rating Agency, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon. Notwithstanding anything to the contrary in this paragraph (c), if an Event of Default specified in Section 5.01(iv) or (v) shall occur and be continuing when an Insurer Default has occurred and is continuing, the Notes shall become immediately due and payablepayable at par, together with accrued interest thereon.

Rights Upon Event of Default. If an Event of Default or a Class A Funding Termination Event specified in clauses (i) through (iii) of the definition thereof shall have occurred and be continuing, the Trustee may, and at the direction of the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class shall, and with respect to an Event of Default pursuant to Section 5.1(a)(v) hereof, the Trustee shall declare the Notes to be immediately due and payable at par, together with accrued interest thereon (calculated for these purposes using the applicable Default Applicable Margin). In addition, if an Event of Default shall have occurred and be continuing, other than an Event of Default described in SECTION 5.01(iv) or (v) abovethe Trustee may, and at the Indenture Trustee or Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% direction of the aggregate Outstanding Amount Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class A-1 Notes and the Class A-2 Notes orshall, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% exercise any of the Outstanding Amount of the Class B Notes may declare the principal amount of the Notes immediately due and payable at parremedies specified in Section 5.4. At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this ARTICLE 5Article V provided, PROVIDED, Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% the Controlling Note Purchaser and the Majority Noteholders of the aggregate Outstanding Amount of Highest Priority Class may, by written notice to the Class A-1 Notes Issuer and the Class A-2 Notes orTrustee, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% of the Outstanding Amount of the Class B Notes may rescind and annul such declaration and its consequences if the Issuer has paid or deposited with the Trustee a sum sufficient to pay: (i) the Issuer has made all payments of principal of and interest (calculated for these purposes using the applicable Default Applicable Margin) on the Notes, all amounts due to the Note Purchasers under the Basic Documents, and all other amounts that would then be due hereunder, upon the Notes when or under the same becomes due and payable and Basic Documents if the Event of Default giving rise to such acceleration had not occurred; and (ii) all sums paid or advanced by the Issuer has paid Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel; and (iii) all amounts due and payable to Events of Default, other than the Indenture Trustee. If an Event nonpayment of Default described in SECTION 5.01(iv) or (v) shall have occurred and be continuing, the principal amount of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall become immediately due and payableaffect any subsequent default or impair any right consequent thereto.

Rights Upon Event of Default. (a) If an Insurer Default shall not have occurred and be continuing and an Event of Default shall have occurred and be continuing, other than the Security Insurer may cause the Notes to become immediately due and payable at par, together with accrued interest thereon. If the Notes shall have been declared immediately due and payable following an Event of Default, the Controlling Party may exercise any of the remedies specified in Section 5.4(a). In the event of any acceleration of any Notes by operation of this Section 5.2, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to Section 5.18 hereof for Note Policy Claim Amount on the Notes. Payments under the Note Policy following acceleration of any Notes shall be applied by the Trustee: FIRST: to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and SECOND: to Noteholders for amounts due and unpaid on the Notes for principal, first to the Class A-1 Notes until the entire unpaid principal amount of the Class A-1 Notes shall have been paid in full, and then ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes. (b) In the event any Notes are accelerated due to an Event of Default, the Security Insurer shall have the right (in addition to its obligation to pay Note Policy Claim Amount on the Notes in accordance with the Note Policy), but not the obligation, to make payments under the Note Policy or otherwise of interest and principal (to the extent of the Principal Distributable Amount) due on such Notes, in whole or in part, on any date or dates following such acceleration as the Security Insurer, in its sole discretion, shall elect. (c) If an Insurer Default shall have occurred and be continuing and an Event of Default described in SECTION 5.01(iv) or (v) aboveshall have occurred and be continuing, the Indenture Trustee in its discretion may, or if so requested in writing by Holders holding Class A-1 Notes or Class A-2 Notes representing not less than 50% of the aggregate Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% a majority of the Outstanding Amount of the Class B Notes may Notes, declare by written notice to the principal amount of Issuer that the Notes become, whereupon they shall become, immediately due and payable at par. At , together with accrued interest thereon. (d) If an Insurer Default shall have occurred and be continuing, then at any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this ARTICLE 5Article V provided, PROVIDED, the Holders holding Class A-1 Notes or Class A-2 of Notes representing not less than 50% of the aggregate Outstanding Amount of the Class A-1 Notes and the Class A-2 Notes or, if there are no Class A-1 Notes or Class A-2 Notes Outstanding, Holders holding Class B Notes representing not less than 50% a majority of the Outstanding Amount of the Class B Notes Notes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration if and its consequences if: (i) the Issuer has made paid or deposited with the Trustee a sum sufficient to pay (A) all payments of principal of and interest on all Notes when and all other amounts that would then be due hereunder or upon such Notes if the same becomes due Event of Default giving rise to such acceleration had not occurred; and (B) all sums paid or advanced by the Trustee hereunder and payable the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel; and (ii) all Events of Default, other than the Issuer has paid all amounts due and payable to the Indenture Trustee. If an Event nonpayment of Default described in SECTION 5.01(iv) or (v) shall have occurred and be continuing, the principal amount of the Notes shall that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (e) Promptly after the Notes becoming immediately due and payable, the Trustee shall send notice of such event to the Rating Agencies. No such rescission shall affect any subsequent default or impair any right consequent thereto.