Common use of Rights upon the Occurrence of an Insolvency Event Clause in Contracts

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective property, 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective affairs, shall have been entered against such Transferor or any holder of the Transferor Interest; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, to pay its debts generally as they become due, or file a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence being an “Insolvency Event”); then each Transferor shall on the day any such Insolvency Event occurs, immediately cease to (i) transfer Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency Event, shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV]

Rights upon the Occurrence of an Insolvency Event. (a) If any Transferor or holder any Holder of the Original Transferor Interest Certificate shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder Holder of the Original Transferor Interest or Certificate of or relating to all or substantially all of such Person’s 's respective property, 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s 's respective affairs, shall have been entered against such Transferor or any holder Holder of the Original Transferor InterestCertificate; or such Transferor or such holder Holder of the Original Transferor Interest Certificate shall admit in writing its respective inability, or shall be unable, to pay its debts generally as they become due, or file a petition to take advantage of any applicable bankruptcy, insolvency, bankruptcy insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder Holder of the Transferor Interest Certificate shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder Holder of the Original Transferor Interest Certificate shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence being an “"Insolvency Event”"); then each Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets. Upon the Appointment Date, this Agreement and Collections with respect thereto the Trust shall terminate, subject to the liquidation and dissolution procedures described below. So long as any Series issued prior to April 16, 2004 remains outstanding, within 15 days of the Appointment Day, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables and (ii) send written notice to the Investor Certificateholders describing the provisions of this Section 9.01 and requesting instructions from such Holders. Unless within 60 days from the day notice pursuant to clause (i) above is first published the Trustee shall have received written instructions from Holders of Investor Certificates evidencing more than 50% of the Invested Amount of each Series issued and outstanding (or, if any such Series has two or more Classes, each Class) to the effect that such Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trust as before such Insolvency Event, the Trustee shall use its best efforts to sell, dispose of or otherwise liquidate the Receivables by the solicitation of competitive bids 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 of a Transferor that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of this Section 9.01 and any provisions in a Supplement regarding an Insolvency Event shall not be deemed to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV]mutually exclusive.

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest Seller ------------------------------------------------- shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or Seller of or relating to all or substantially all of such Person’s respective Seller's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-winding- up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by Seller any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest Seller shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statuteDebtor Relief Law, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each Transferor , Seller shall on the day any such Insolvency Event occurs, ---------------- occurs immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor Issuer and shall promptly give notice to the Owner Indenture Trustee, the Indenture Owner Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency Event, shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV]Rating Agencies thereof.

Rights upon the Occurrence of an Insolvency Event. If any the Transferor or holder of the Transferor Interest shall consent (a) file a petition or commence a Proceeding (i) to take advantage of any Debtor Relief Law or fail to object to (ii) for the appointment of a bankruptcy trustee or trustee, conservator, receiver or receiver, liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of official for or relating to such the Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such the Person’s respective property, (b) consent or fail to object to any such petition or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a decree court, agency, or order of a court or agency or other supervisory authority having with jurisdiction in the premises for the appointment of a bankruptcy trustee shall have decreed or conservatorordered relief with respect to any such petition or Proceeding, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings(c) be unable, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective affairs, shall have been entered against such Transferor or any holder of the Transferor Interest; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, to pay its debts generally as they become due, or file a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, (d) shall make an assignment for the benefit of its creditors creditors, or (e) voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence being an “Insolvency Event”); then each the Transferor shall shall, on the day any such Insolvency Event occurs, immediately cease to (i) transfer Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, Event and (ii) Collections in respect of such Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency EventReceivables, shall continue to be a part of the Trust Assets, and Collections and Interchange with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. To the extent that it is not clear to the Transferor whether collections relate to a Receivable that was sold to the Trust or to a receivable that the Transferor has not sold to the Trust, the Transferor agrees that it shall allocate payments on such Accounts in the aggregate with respect to the principal balance of such Accounts first to the oldest principal balance on such Account. [END OF ARTICLE IV]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective property, 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective affairs, shall have been entered against such Transferor or any holder of the Transferor Interest; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, to pay its debts generally as they become due, or file a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence being an “Insolvency Event”); then each Transferor shall on the day any such Insolvency Event occursoccurs (the “Appointment Date”), immediately cease to (i) transfer Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency Event, shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings Proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedingsProceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing or the earlier entry of any order providing for such relief) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “Insolvency Event”"INSOLVENCY EVENT"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "APPOINTMENT DATE"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor Issuer and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventIssuer thereof. Notwithstanding any cessation of the transfer to the Trust Issuer of additional Principal Receivables, (i) Principal Receivables transferred to the Trust Issuer prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Transferred Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVII]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s 's respective property, 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s 's respective affairs, shall have been entered against such Transferor or any holder of the Transferor Interest; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, to pay its debts generally as they become due, or file a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence being an “"Insolvency Event”"); then each Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency Event, shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVIII]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver receiver, liquidator or liquidator similar official in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 30 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship or similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “Insolvency Event”"INSOLVENCY EVENT"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "APPOINTMENT DATE"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Owner Trustee or the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Owner Trustee or the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV].

Rights upon the Occurrence of an Insolvency Event. (a) If any Transferor either PFR or holder of the Transferor Interest PFRF shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor PFR or such holder of the Transferor Interest or PFRF, as applicable, of or relating to all or substantially all of such Person’s respective PFR's or PFRF's property, as applicable, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by PFR or PFRF, as applicable, any such action shall have been entered against such Transferor remained undischarged or any holder unstayed for a period of the Transferor Interest60 days; or such Transferor PFR or such holder of the Transferor Interest PFRF, as applicable, shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , the Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets. Upon the Appointment Date, this Agreement and the Trust shall terminate, subject to the liquidation, winding-up, insolvency, bankruptcy, reorganization and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has 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 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, (y) the Transferor, and Collections any Holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.2, and (z) any other Person specified in any related Supplement to the effect that such Persons disapprove of the liquidation of the Receivables and wish to reconstitute the Trust pursuant to the terms of this Agreement (as amended in connection with respect thereto such reconstitution), the Trustee shall continue promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which may include the solicitation of competitive bids. 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 this Section 9.1 and any provisions in a Supplement regarding an Insolvency Event shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables and any Participation Interests 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, allocating Insolvency Proceeds to Finance Charge Receivables and Principal Receivables in the same proportion as the amount of Finance Charge Receivables and Principal Receivables bear to one another on the prior Determination Date. The Insolvency Proceeds shall be allocated and distributed to Noteholders Investor Certificateholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVIX]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver receiver, liquidator or liquidator similar official in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 30 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship or similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Owner Trustee or the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Owner Trustee or the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such PersonTransferor’s respective property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Personentity’s respective affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “Insolvency Event”); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the “Appointment Date”), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give written notice thereof to the Owner Indenture Trustee, the Indenture Owner Trustee and the Servicer of such Insolvency Eventeach Rating Agency. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV]VII

Rights upon the Occurrence of an Insolvency Event. (a) If any the Transferor causes an Insolvency Event to occur with respect to the Transferor or holder of the Transferor Interest shall consent to or fail to object if an Insolvency Event otherwise occurs with respect to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective property, 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective affairs, shall have been entered against such Transferor or any holder of the Transferor Interest; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, to pay its debts generally as they become due, or file a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object toTransferor, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence being an “Insolvency Event”); then each Transferor shall on the day any such Insolvency Event occurs, occurs (the "APPOINTMENT DATE") immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) event and Collections in respect of such Principal Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence Finance Charge Receivables, whenever created, accrued in respect of such Insolvency Event, Principal receivables shall continue to be a part of the Trust Assets. Upon the Appointment Date, this Agreement and the Trust shall terminate, subject to the liquidation, winding-up, insolvency, bankruptcy, reorganization and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has 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 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, (y) each Transferor (other than a Transferor that is the subject of such Insolvency Event), including any Additional Transferor and any Holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, and Collections with respect thereto shall continue (z) any other Person specified in any related Supplement to be allocated the effect that such Persons disapprove of the liquidation of the Receivables and wish to Noteholders in accordance with reconstitute the Trust pursuant to the terms of this AgreementAgreement (as amended in connection with such reconstitution), the Servicing AgreementTrustee shall promptly sell, dispose of or otherwise liquidate the Indenture Receivables in a commercially reasonable manner and each Indenture Supplementon commercially reasonable terms, which may include the solicitation of competitive bids. [END OF ARTICLE IV]The Trustee may obtain a prior determination from any such conservator, receiver or liquidator of a Transferor that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of this Section 9.02 and any provisions in a Supplement regarding an Insolvency Event shall not be deemed to be mutually exclusive.

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver receiver, liquidator or liquidator similar official in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 30 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship or similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective propertygenerally to, or admit in writing its inability to, pay its debts as they become due; or if a decree or order of proceeding shall have been instituted in a court or agency or supervisory authority having jurisdiction in the premises seeking a decree or order for relief in respect of the Transferor in an involuntary case under any Debtor Relief Law, or for the appointment of a bankruptcy trustee receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or conservator, receiver other similar official of the Transferor or liquidator in for any insolvency, readjustment substantial part of debt, marshalling of assets and liabilities or similar proceedingsthe Transferor’s property, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership up or liquidation of the Transferor’s affairs and, if instituted against the Transferor, any such Person’s respective affairsproceeding shall continue undismissed or unstayed and in effect for a period of sixty (60) consecutive days or upon entry of any order or decree providing for such relief, shall have been entered against such Transferor or any holder of the Transferor Interestactions sought in such proceeding shall occur; or such Transferor or such holder of if the Transferor Interest shall admit in writing its respective inabilitycommence a voluntary case under any Debtor Relief Law, or if the Transferor shall be unable, consent to pay its debts generally as they become duethe entry of an order for relief in an involuntary case under any Debtor Relief Law, or file consent to the appointment of or taking possession by a petition to take advantage receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any substantial part of its property, or the Transferor shall make any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, make an general assignment for the benefit of its creditors or voluntarily suspend payment of its obligationscreditors; or such the Transferor or holder shall have taken any corporate action in furtherance of any of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof foregoing actions (any such act or occurrence being each an “Insolvency Event”); then each , the Transferor shall on the day any such Insolvency Event occursoccurs (the “Appointment Date”), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor Issuer and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventIssuer thereof. Notwithstanding any cessation of the transfer to the Trust Issuer of additional Principal Receivables, (i) Principal Receivables transferred to the Trust Issuer prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables, Finance Charge Receivables and (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency EventPrincipal Receivables, and Collections thereof shall continue to be a part of the Trust Assets, Transferred Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders and any O/C Holder in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVII]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest ------------------------------------------------- Seller shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or Seller of or relating to all or substantially all of such Person’s respective Seller's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-winding- up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Seller any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest Seller shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statuteDebtor Relief Law, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each Transferor , such Seller shall on the day any such Insolvency Event occurs, ---------------- occurs immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor Issuer and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Trust Issuer of additional Principal Receivables, (i) Principal Receivables transferred to the Trust Issuer prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charges (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Issuer Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV].

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest Seller ------------------------------------------------- shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or Seller of or relating to all or substantially all of such Person’s respective Seller's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by Seller any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest Seller shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statuteDebtor Relief Law, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each Transferor , Seller shall on the day any ---------------- such Insolvency Event occurs, occurs immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor Issuer and shall promptly give notice to the Owner Indenture Trustee, the Indenture Owner Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency Event, shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV]Rating Agencies thereof.

Rights upon the Occurrence of an Insolvency Event. (a) If any Transferor or holder of the Transferor Interest PFRFC shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or PFRFC of or relating to all or substantially all of such Person’s respective PFRFC's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-winding- up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by PFRFC any such action shall have been entered against such Transferor remained undischarged or any holder unstayed for a period of the Transferor Interest60 days; or such Transferor or such holder of the Transferor Interest PFRFC shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , the Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets. Upon the Appointment Date, this Agreement and the Trust shall terminate, subject to the liquidation, winding-up, insolvency, bankruptcy, reorganization and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has 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 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, (y) the Transferor, and Collections any Holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.2, and (z) any other Person specified in any related Supplement to the effect that such Persons disapprove of the liquidation of the Receivables and wish to reconstitute the Trust pursuant to the terms of this Agreement (as amended in connection with respect thereto such reconstitution), the Trustee shall continue promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which may include the solicitation of competitive bids. 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 this Section 9.1 and any provisions in a Supplement regarding an Insolvency Event shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables and any Participation Interests 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, allocating Insolvency Proceeds to Finance Charge Receivables and Principal Receivables in the same proportion as the amount of Finance Charge Receivables and Principal Receivables bear to one another on the prior Determination Date. The Insolvency Proceeds shall be allocated and distributed to Noteholders Investor Certificateholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVIX]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest CompuCredit Funding shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or CompuCredit Funding of or relating to all or substantially all of such Person’s respective CompuCredit Funding's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by CompuCredit Funding any such action shall have been entered against such Transferor remained undischarged or any holder unstayed for a period of the Transferor Interest60 days; or such Transferor or such holder of the Transferor Interest CompuCredit Funding shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, bankruptcy insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then , each Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVIX]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver receiver, liquidator or liquidator similar official in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such PersonTransferor’s respective property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Personentity’s respective affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 30 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship or similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “Insolvency Event”” ); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the “Appointment Date” ), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Owner Trustee or the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Owner Trustee or the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest ------------------------------------------------- Seller shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or Seller of or relating to all or substantially all of such Person’s respective Seller's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by Seller any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest Seller shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statuteDebtor Relief Law, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each Transferor , Seller shall on the day any such Insolvency Event occurs, occurs immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor Issuer and shall promptly give notice to the Owner Indenture Trustee, the Indenture Owner Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency Event, shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV]Rating Agencies thereof.

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective property, 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective affairs, shall have been entered against such Transferor or any holder of the Transferor Interest; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, to pay its debts generally as they become due, or file a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence being an “Insolvency Event”); then each Transferor shall on the day any such Insolvency Event occurs, immediately cease to (i) transfer Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency Event, shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV]] ARTICLE V

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver receiver, liquidator or liquidator similar official in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 30 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship or similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Owner Trustee or the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Owner Trustee or the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver receiver, liquidator or liquidator similar official in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such PersonTransferor’s respective property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Personentity’s respective affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 30 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship or similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “Insolvency Event”); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the “Appointment Date”), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Owner Trustee or the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Owner Trustee or the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “Insolvency Event”"INSOLVENCY EVENT"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "APPOINTMENT DATE"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such PersonTransferor’s respective property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Personentity’s respective affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “Insolvency Event”); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the “Appointment Date”), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give written notice thereof to the Owner Indenture Trustee, the Indenture Owner Trustee and the Servicer of such Insolvency Eventeach Rating Agency. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. (a) If any Transferor or holder of the Transferor Interest Bank shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy insolvency proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or Bank, of or relating to all or substantially all of such Person’s respective the Bank's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective the Bank's affairs, or notwithstanding an objection by the Bank, any such action shall have been entered against such Transferor remained undischarged or any holder unstayed for a period of the Transferor Interest60 days; or such Transferor or such holder of the Transferor Interest Bank, shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , the Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets. Upon the Appointment Date, this Agreement and the Trust shall terminate, subject to the liquidation, winding-up, insolvency, reorganization and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has 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 Securityholders 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 Securities 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, (y) the Transferor, and Collections with respect thereto shall continue any Holder of a Supplemental Security and any permitted assignee or successor under Section 7.2, and (z) any other Person specified in any related Supplement to be allocated the effect that such Persons disapprove of the liquidation of the Receivables and wish to Noteholders in accordance with reconstitute the Trust pursuant to the terms of this AgreementAgreement (as amended in connection with such reconstitution), the Servicing AgreementTrustee shall promptly sell, dispose of or otherwise liquidate the Indenture Receivables in a commercially reasonable manner and each Indenture Supplementon commercially reasonable terms, which may include the solicitation of competitive bids. [END OF ARTICLE IV]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 this Section 9.1 and any provisions in a Supplement regarding an Insolvency Event shall not be deemed to be mutually exclusive.

Rights upon the Occurrence of an Insolvency Event. (a) If any Transferor either PFR or holder of the Transferor Interest PFRF shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor PFR or such holder of the Transferor Interest or PFRF, as applicable, of or relating to all or substantially all of such Person’s respective PFR's or PFRF's property, as applicable, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by PFR or PFRF, as applicable, any such action shall have been entered against such Transferor remained undischarged or any holder unstayed for a period of the Transferor Interest60 days; or such Transferor PFR or such holder of the Transferor Interest PFRF, as applicable, shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , the Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets. Upon the Appointment Date, this Agreement and the Trust shall terminate, subject to the liquidation, winding-up, insolvency, bankruptcy, reorganization and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has 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 Securityholders 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 Securities 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, (y) the Transferor, and Collections with respect thereto shall continue any Holder of a Supplemental Security and any permitted assignee or successor under Section 7.2, and (z) any other Person specified in any related Supplement to be allocated the effect that such Persons disapprove of the liquidation of the Receivables and wish to Noteholders in accordance with reconstitute the Trust pursuant to the terms of this AgreementAgreement (as amended in connection with such reconstitution), the Servicing AgreementTrustee shall promptly sell, dispose of or otherwise liquidate the Indenture Receivables in a commercially reasonable manner and each Indenture Supplementon commercially reasonable terms, which may include the solicitation of competitive bids. [END OF ARTICLE IV]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 this Section 9.1 and any provisions in a Supplement regarding an Insolvency Event shall not be deemed to be mutually exclusive.

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective property, 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective affairs, shall have been entered against such Transferor or any holder of the Transferor Interest; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, to pay its debts generally as they become due, or file a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence being an “Insolvency Event”); then each Transferor shall on the day any such Insolvency Event occursoccurs (the “Appointment Date”), immediately cease to (i) transfer Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (i) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency Event, shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVIII]

Rights upon the Occurrence of an Insolvency Event. If ------------------------------------------------- any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver receiver, liquidator or liquidator similar official in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 30 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship or similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , ---------------- such Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the ---------------- Owner Trustee or the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Owner Trustee or the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective propertygenerally to, or admit in writing its inability to, pay its debts as they become due; or if a decree or order of proceeding shall have been instituted in a court or agency or supervisory authority having jurisdiction in the premises seeking a decree or order for relief in respect of such Transferor in an involuntary case under any Debtor Relief Law, or for the appointment of a bankruptcy trustee receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or conservator, receiver other similar official of such Transferor or liquidator in for any insolvency, readjustment substantial part of debt, marshalling of assets and liabilities or similar proceedingssuch Transferor’s property, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership up or liquidation of such PersonTransferor’s respective affairsaffairs and, shall have been entered if instituted against such Transferor Transferor, any such proceeding shall continue undismissed or unstayed and in effect for a period of sixty (60) consecutive days or upon entry of any order or decree providing for such relief, or any holder of the Transferor Interestactions sought in such proceeding shall occur; or such if any Transferor or such holder of the Transferor Interest shall admit in writing its respective inabilitycommence a voluntary case under any Debtor Relief Law, or if any Transferor shall be unable, consent to pay its debts generally as they become duethe entry of an order for relief in an involuntary case under any Debtor Relief Law, or file consent to the appointment of or taking possession by a petition to take advantage receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any substantial part of its property, or any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, Transferor shall make an any general assignment for the benefit of its creditors or voluntarily suspend payment of its obligationscreditors; or such any Transferor or holder shall have taken any corporate action in furtherance of any of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof foregoing actions (any such act or occurrence being each an “Insolvency Event”); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the “Appointment Date”), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor Issuer and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventIssuer thereof. Notwithstanding any cessation of the transfer to the Trust Issuer of additional Principal Receivables, (i) Principal Receivables transferred to the Trust Issuer prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created accrued in respect of such Principal Receivables and (iii) Collateral Certificates transferred to the Trust prior to the occurrence Collections in respect of such Insolvency Event, Finance Charge Receivables shall continue to be a part of the Trust Assets, Transferred Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVII]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest Indebtedness shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, administrator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest Indebtedness or of or relating to all or substantially all of such Person’s respective property, 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective affairs, shall have been entered against such Transferor or any holder of the Transferor InterestIndebtedness; or such Transferor or such holder of the Transferor Interest Indebtedness shall admit in writing its respective inability, or shall be unable, to pay its debts generally as they become due, or file a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest Indebtedness shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest Indebtedness shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof (any such act or occurrence being an “Insolvency Event”); then each Transferor shall on the day any such Insolvency Event occursoccurs (the “Appointment Date”), immediately cease to (i) transfer Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Issuer Trustee, the Indenture Trustee and the Servicer of such Insolvency Event. Notwithstanding any cessation of the transfer to the Trust of additional Receivables, (iiii) Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (iiiv) Collections in respect of such Receivables and (iiiv) Collateral Certificates transferred to the Trust prior to the occurrence of such Insolvency Event, shall continue to be a part of the Trust Assets, and Collections with respect thereto shall continue to be allocated to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV].

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or of any Transferor, or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such PersonTransferor’s respective property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Personentity’s respective affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, reorganization, receivership or conservatorship statuteDebtor Relief Law, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor any order or holder of the Transferor Interest decree providing for relief under any Debtor Relief Law shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof be entered (any such act or occurrence with respect to any Person being an “Insolvency Event”); then each , such Transferor shall shall, on the day any such Insolvency Event occursrelated Appointment Date, immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee each Rating Agency and the Servicer of such Insolvency EventTrustees thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Master Indenture and each Indenture Supplement. [END OF ARTICLE IV].

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver receiver, liquidator or liquidator similar official in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 30 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship or similar statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. If ------------------------------------------------- any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then , each Transferor shall on the ---------------- day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease ---------------- to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVI]

Rights upon the Occurrence of an Insolvency Event. (a) If any Transferor either PFR or holder of the Transferor Interest PFRF shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor PFR or such holder of the Transferor Interest or PFRF, as applicable, of or relating to all or substantially all of such Person’s respective PFR's or PFRF's property, as applicable, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by PFR or PFRF, as applicable, any such action shall have been entered against such Transferor remained undischarged or any holder unstayed for a period of the Transferor Interest60 days; or such Transferor PFR or such holder of the Transferor Interest PFRF, as applicable, shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , the Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets. Upon the Appointment Date, this Agreement and the Trust shall terminate, subject to the liquidation, winding-up, insolvency, bankruptcy, reorganization and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has 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 Securityholders 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 Securities 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, (y) the Transferor, and Collections any Holder of a Supplemental Security and any permitted assignee or successor under Section 7.2, and (z) any other Person specified in any related Supplement to the effect that such Persons disapprove of the liquidation of the Receivables and wish to reconstitute the Trust pursuant to the terms of this Agreement (as amended in connection with respect thereto such reconstitution), the Trustee shall continue promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which may include the solicitation of competitive bids. 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 this Section 9.1 and any provisions in a Supplement regarding an Insolvency Event shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables and any Participation Interests 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, allocating Insolvency Proceeds to Finance Charge Receivables and Principal Receivables in the same proportion as the amount of Finance Charge Receivables and Principal Receivables bear to one another on the prior Determination Date. The Insolvency Proceeds shall be allocated and distributed to Noteholders Investor Securityholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVIX]

Rights upon the Occurrence of an Insolvency Event. (a) If any Transferor or holder of the Transferor Interest Universal Bank shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or Universal Bank of or relating to all or substantially all of such Person’s respective Universal Bank's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by Universal Bank any such action shall have been entered against such Transferor remained undischarged or any holder unstayed for a period of the Transferor Interest60 days; or such Transferor or such holder of the Transferor Interest Universal Bank shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, bankruptcy insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then , each Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets. Upon the Appointment Date, this Agreement and the Trust shall terminate, subject to the liquidation, winding-up, insolvency, bankruptcy, reorganization and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has 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 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, (y) each Transferor (other than a Transferor that is the subject of such Insolvency Event), including any Additional Transferor and any Holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, and Collections with respect thereto shall continue (z) any other Person specified in any related Supplement to be allocated the effect that such Persons disapprove of the liquidation of the Receivables and wish to Noteholders in accordance with reconstitute the Trust pursuant to the terms of this AgreementAgreement (as amended in connection with such reconstitution), the Servicing AgreementTrustee shall promptly sell, dispose of or otherwise liquidate the Indenture Receivables in a commercially reasonable manner and each Indenture Supplementon commercially reasonable terms, which may include the solicitation of competitive bids. [END OF ARTICLE IV]The Trustee may obtain a prior determination from any such conservator, receiver or liquidator of a Transferor that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of this Section 9.01 and any provisions in a Supplement regarding an Insolvency Event shall not be deemed to be mutually exclusive.

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor any order or holder of the Transferor Interest decree providing for relief under any applicable bankruptcy, insolvency or reorganization, receivership or conservatorship statute shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof be entered (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , such Transferor shall shall, on the day any such Insolvency Event occursrelated Appointment Date, immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee each Rating Agency and the Servicer of such Insolvency EventTrustees thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Master Indenture and each Indenture Supplement. [END OF ARTICLE IV].

Rights upon the Occurrence of an Insolvency Event. (a) If any Transferor or holder of the Transferor Interest CCRFC shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or such holder of the Transferor Interest or CCRFC of or relating to all or substantially all of such Person’s respective CCRFC's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-winding- up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by CCRFC any such action shall have been entered against such Transferor remained undischarged or any holder unstayed for a period of the Transferor Interest60 days; or such Transferor or such holder of the Transferor Interest CCRFC shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , the Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency Eventthereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets. Upon the Appointment Date, this Agreement and the Trust shall terminate, subject to the liquidation, winding-up, insolvency, bankruptcy, reorganization and dissolution procedures described below. Within 15 days of the Appointment Date, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has 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 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, (y) the Transferor, and Collections with respect thereto shall continue any Holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.2, and (z) any other Person specified in any related Supplement to be allocated the effect that such Persons disapprove of the liquidation of the Receivables and wish to Noteholders in accordance with reconstitute the Trust pursuant to the terms of this AgreementAgreement (as amended in connection with such reconstitution), the Servicing AgreementTrustee shall promptly sell, dispose of or otherwise liquidate the Indenture Receivables in a commercially reasonable manner and each Indenture Supplementon commercially reasonable terms, which may include the solicitation of competitive bids. [END OF ARTICLE IV]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 this Section 9.1 and any provisions in a Supplement regarding an Insolvency Event shall not be deemed to be mutually exclusive.

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings Proceedings of or relating to such Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedingsProceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing or the earlier entry of any order providing for such relief) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor or holder of the Transferor Interest shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof obligations (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , such Transferor shall on the day any such Insolvency Event occursoccurs (the "Appointment Date"), immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor Issuer and shall promptly give notice to the Owner Trustee, the Indenture Trustee and the Servicer of such Insolvency EventIssuer thereof. Notwithstanding any cessation of the transfer to the Trust Issuer of additional Principal Receivables, (i) Principal Receivables transferred to the Trust Issuer prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Transferred Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IVVII]

Rights upon the Occurrence of an Insolvency Event. If any Transferor or holder of the Transferor Interest shall consent to or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such any Transferor or such holder of the Transferor Interest or of or relating to all or substantially all of such Person’s respective Transferor's property, or the commencement of an action seeking 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 conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of such Person’s respective entity's affairs, or notwithstanding an objection by such Transferor any such action shall have been entered against remained undischarged or unstayed for a period of 60 days or upon entry of any order or decree providing for such Transferor or any holder of the Transferor Interestrelief; or such Transferor or such holder of the Transferor Interest shall admit in writing its respective inability, or shall be unable, inability to pay its debts generally as they become due, file, or file consent or fail to object (or object without dismissal of any such filing within 60 days of such filing) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or such Transferor any order or holder of the Transferor Interest decree providing for relief under any applicable bankruptcy, insolvency or reorganization, receivership or conservatorship statute shall consent to, or fail to object to, the filing of any such petition, or, if such Transferor or holder of the Transferor Interest shall so object to the filing of any such petition, such petition shall not have been dismissed within 60 days of the filing thereof be entered (any such act or occurrence with respect to any Person being an “"Insolvency Event”"); then each , such Transferor shall shall, on the day any such Insolvency Event occursrelated Appointment Date, immediately cease to (i) transfer Principal Receivables or Collateral Certificates and (ii) cause to be increased any Invested Amount of an existing Collateral Certificate transferred to the Trust by such Transferor and shall promptly give notice to the Owner Trusteeeach Rating Agency, the Indenture Trustee and the Servicer of such Insolvency EventOwner Trustee thereof. Notwithstanding any cessation of the transfer to the Trust of additional Principal Receivables, (i) Principal Receivables transferred to the Trust prior to the occurrence of such Insolvency Event, (ii) Collections in respect of such Principal Receivables and Finance Charge Receivables (iiiwhenever created) Collateral Certificates transferred to the Trust prior to the occurrence accrued in respect of such Insolvency Event, Principal Receivables shall continue to be a part of the Trust Assets, Assets and Collections with respect thereto shall continue to be allocated and distributed to Noteholders in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. [END OF ARTICLE IV].