Common use of Sale of Assets; Termination Clause in Contracts

Sale of Assets; Termination. (a) Upon any sale or other disposition of the assets of the Owner Trust Estate pursuant to Article V of the Indenture (an "Event of Default Sale"), the Servicer shall instruct the Applicable Trustee to deposit the proceeds from such disposition after all payments and reserves therefrom have been made or the amount specified in clause SECOND of Section 5.4(b) of the Indenture (the "Event of Default Proceeds") in the Collection Account. On the day preceding the Distribution Date on which the Event of Default Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on the day preceding a Distribution Date, on the day preceding the Distribution Date immediately following such deposit), the Servicer shall instruct the Applicable Trustee to make the following deposits (after the application on the day preceding such Distribution Date of the Available Amount and funds on deposit in the Reserve Account pursuant to Sections 4.06 and 4.07) from the Event of Default Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority: (i) to the Note Distribution Account, any portion of the Aggregate Class A Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date for payment of interest on the Class A Notes; (ii) if such Event of Default Sale results from the occurrence of an Event of Default specified in Section 5.1(a), (b) or (c) of the Indenture, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); (iii) to the Note Distribution Account, any portion of the Class B Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date; (iv) if such Event of Default Sale does not result from the circumstances specified in Section 9.02(a)(ii), to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); and (v) to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction therein to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date). Subject to Section 5.01(b), any investments on deposit in the Reserve Account which shall not mature on or before the day preceding such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the day immediately preceding such Distribution Date. Any Event of Default Proceeds remaining after the deposits described above shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders. (b) Notice of any termination of the Trust shall be given by the Servicer to each Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Section 4.4 of the Indenture). (d) After payment to each Trustee, the Noteholders and the Servicer of all amounts required to be paid under this Agreement and the Indenture, any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made) shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders and any other assets remaining in the Owner Trust Estate shall be distributed to the Certificate Distribution Account for distribution to the Certificateholders.

Sale of Assets; Termination. (a) Upon any sale or other disposition of the assets of the Owner Trust Estate pursuant to Section 7.2 of the Trust Agreement (an "Insolvency Sale") or Article V of the Indenture (an "Event of Default Sale"), the Servicer shall instruct the Applicable Trustee to deposit the proceeds from such Insolvency Sale or other disposition after all payments and reserves therefrom have been made or or, with respect to an Event of Default Sale, the amount specified in clause SECOND of Section 5.4(b5.04(b) of the Indenture (in either case, the "Event of Default Insolvency Proceeds") in the Collection Account. On the day preceding the Distribution Date on which the Event of Default Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on the day preceding a Distribution Date, on the day preceding the Distribution Date immediately following such deposit), the Servicer shall instruct the Applicable Trustee to make the following deposits (after the application on the day preceding such Distribution Date of the Available Amount and funds on deposit in the Reserve Account pursuant to Sections 4.06 and 4.07) from the Event of Default Insolvency Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority: (i) to the Note Distribution Account, any portion of the Aggregate Class A Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date for payment of interest on the Class A NotesDate; (ii) if such Event of Default Sale results from the occurrence of an Event of Default specified in Section 5.1(a), (b) or (c) of the Indenture, to the Note Distribution Account, an amount equal to the Aggregate Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); (iii) to the Note Certificate Distribution Account, any portion of the Class B NoteholdersCertificateholders' Interest Distributable Amount not otherwise deposited into the Note Certificate Distribution Account on the day preceding such Distribution Date;; and (iv) if such Event of Default Sale does not result from the circumstances specified in Section 9.02(a)(ii), to the Note Certificate Distribution Account, an amount equal to the Note Principal Certificate Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Certificate Balance to result from the deposits made in the Note Certificate Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); and (v) to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction therein to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date). Subject to Section 5.01(b), any investments on deposit in the Reserve Account which shall not mature on or before the day preceding such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the day immediately preceding such Distribution Date. Any Event of Default Insolvency Proceeds remaining after the deposits described above shall be deposited into the Certificate Distribution Account for distribution paid to the CertificateholdersSeller. (b) Notice of any termination of the Trust shall be given by the Servicer to each Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Section 4.4 of the Indenture). (d) After payment to each Trustee, the Noteholders Securityholders and the Servicer of all amounts required to be paid under this Agreement Agreement, the Indenture and the IndentureTrust Agreement, any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made) shall be deposited into the Certificate Distribution Account for distribution paid to the Certificateholders Seller and any other assets remaining in the Owner Trust Estate shall be distributed to the Certificate Distribution Account for distribution to the CertificateholdersSeller.

Sale of Assets; Termination. (a) Upon any sale or other disposition of the assets of the Owner Trust Estate pursuant to Section 7.2 of the Trust Agreement (an "Insolvency Sale") or Article V of the Indenture (an "Event of Default Sale"), the Servicer shall instruct the Applicable Trustee to deposit the proceeds from such Insolvency Sale or other disposition after all payments and reserves therefrom have been made or or, with respect to an Event of Default Sale, the amount specified in clause SECOND of Section 5.4(b) of the Indenture (in either case, the "Event of Default Insolvency Proceeds") in the Collection Account. On the day preceding the Distribution Date on which the Event of Default Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on the day preceding a Distribution Date, on the day preceding the Distribution Date immediately following such deposit), the Servicer shall instruct the Applicable Trustee to make the following deposits (after the application on the day preceding such Distribution Date of the Available Amount and funds on deposit in the Reserve Account pursuant to Sections 4.06 and 4.07) from the Event of Default Insolvency Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority: (i) to the Note Distribution Account, any portion of the Aggregate Class A Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date for payment of interest on the Class A NotesDate; (ii) if such Event of Default Sale results from the occurrence of an Event of Default specified in Section 5.1(a), (b) or (c) of the Indenture, to the Note Distribution Account, an amount equal to the Aggregate Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); (iii) to the Note Certificate Distribution Account, any portion of the Class B NoteholdersCertificateholders' Interest Distributable Amount not otherwise deposited into the Note Certificate Distribution Account on the day preceding such Distribution Date;; and (iv) if such Event of Default Sale does not result from the circumstances specified in Section 9.02(a)(ii), to the Note Certificate Distribution Account, an amount equal to the Note Principal Aggregate Certificate Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Certificate Balance to result from the deposits made in the Note Certificate Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); and (v) to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction therein to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date). Subject to Section 5.01(b), any investments on deposit in the Reserve Account which shall not mature on or before the day preceding such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the day immediately preceding such Distribution Date. Any Event of Default Insolvency Proceeds remaining after the deposits described above shall be deposited into the Certificate Distribution Account for distribution paid to the CertificateholdersSeller. (b) Notice of any termination of the Trust shall be given by the Servicer to each Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Section 4.4 of the Indenture). (d) After payment to each Trustee, the Noteholders Securityholders and the Servicer of all amounts required to be paid under this Agreement Agreement, the Indenture and the IndentureTrust Agreement, any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made) shall be deposited into the Certificate Distribution Account for distribution paid to the Certificateholders Seller and any other assets remaining in the Owner Trust Estate shall be distributed to the Certificate Distribution Account for distribution to the CertificateholdersSeller.

Sale of Assets; Termination. (a) Upon any sale or other disposition of the assets of the Owner Trust Estate Collateral pursuant to Article V of the Indenture (an "Event of Default Sale"), the Servicer --------------------- Indenture Trustee, based on information supplied by the Servicer, shall instruct the Applicable Trustee to deposit the proceeds from such disposition after all payments and reserves therefrom have been made or the amount specified in clause SECOND of Section 5.4(b) of the Indenture (the "Event of Default Proceeds") in the Collection Account. On the day preceding the Distribution Transfer Date on ------------------------- which the Event of Default Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on the day preceding a Distribution that Transfer Date, on the day preceding the Distribution Transfer Date immediately following such deposit), the Servicer Indenture Trustee, based on information supplied by the Servicer, shall instruct the Applicable Trustee to make the following deposits (after the application on the day preceding such Distribution Transfer Date of the Available Collected Amount and funds on deposit in the Reserve Account pursuant to Sections 4.06 8.2 and 4.078.10) from the Event of Default Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority: (i) to the Note Distribution Account, any portion of the Aggregate Class A Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date for payment of interest on the Class A NotesTransfer Date; (ii) if such Event of Default Sale results from the occurrence of an Event of Default specified in Section 5.1(a), (b) or (c) of the Indenture, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); (iii) to the Note Distribution Account, any portion of the Class B Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date; (iv) if such Event of Default Sale does not result from the circumstances specified in Section 9.02(a)(ii), to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Transfer Date and on the day preceding each prior Transfer Date); (iii) to the Note Distribution Account, any portion of the Class B Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the Transfer Date; (iv) if such Event of Default Sale does not result from the circumstances specified in Section 8.13(a)(ii), to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the Transfer Date and on each prior Transfer Date); and (v) to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction therein to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding Transfer Date and on each prior Distribution Transfer Date). Subject to the Section 5.01(b)2.02(b) of the Servicing Agreement, any investments on deposit in the Reserve Account which shall not mature on or before the day preceding such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the day immediately preceding such Distribution Transfer Date. Any Event of Default Proceeds remaining after the deposits described above shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders. (b) Notice of any termination of the Trust shall be given by the Servicer to each Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Section 4.4 of the Indenture). (d) After payment to each Trustee, the Noteholders and the Servicer of all amounts required to be paid under this Agreement and the Indenture, any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made) shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders and any other assets remaining in the Owner Trust Estate shall be distributed to the Certificate Distribution Account for distribution to the Certificateholders.

Sale of Assets; Termination. (a) Upon any sale or other disposition of the assets of the Owner Trust Estate Collateral pursuant to Article V of the Indenture (an "Event of Default Sale"), the Servicer Indenture Trustee, based on information supplied by the Servicer, shall instruct the Applicable Trustee to deposit the proceeds from such disposition after all payments and reserves therefrom have been made or the amount specified in clause SECOND of Section 5.4(b) of the Indenture (the "Event of Default Proceeds") in the Collection Account. On the day preceding the Distribution Transfer Date on which the Event of Default Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on the day preceding a Distribution that Transfer Date, on the day preceding the Distribution Transfer Date immediately following such deposit), the Servicer Indenture Trustee, based on information supplied by the Servicer, shall instruct the Applicable Trustee to make the following deposits (after the application on the day preceding such Distribution Transfer Date of the Available Collected Amount and funds on deposit in the Reserve Account pursuant to Sections 4.06 8.2 and 4.078.10) from the Event of Default Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority: (i) to the Swap Counterparty, the net amount, if any, then payable by the Issuer to the Swap Counterparty under the Interest Rate Swap (exclusive of payments due to the Swap Counterparty as a result of the occurrence of an Early Termination Date under the Interest Rate Swap); (ii) to the Note Distribution Account, any portion of the Aggregate Class A Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date for payment of interest on the Class A NotesTransfer Date; (iiiii) if such Event of Default Sale results from the occurrence of an Event of Default specified in Section 5.1(a), (b) or (c) of the Indenture, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); (iii) to the Note Distribution Account, any portion of the Class B Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date; (iv) if such Event of Default Sale does not result from the circumstances specified in Section 9.02(a)(ii), to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Transfer Date and on the day preceding each prior Distribution Transfer Date); and; (iv) to the Note Distribution Account, any portion of the Class B Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the Transfer Date; (v) if such Event of Default Sale does not result from the circumstances specified in Section 8.13(a)(ii), to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the Transfer Date and on each prior Transfer Date); (vi) to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction therein to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding Transfer Date and on each prior Distribution Transfer Date); and (vii) to the Swap Counterparty, the net amount, if any, payable by the Issuer under the Interest Rate Swap as a result of the occurrence of an Early Termination Date under the Interest Rate Swap. Subject to the Section 5.01(b)2.02(b) of the Servicing Agreement, any investments on deposit in the Reserve Account which shall not mature on or before the day preceding such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the day immediately preceding such Distribution Transfer Date. Any Event of Default Proceeds remaining after the deposits described above shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders. (b) Notice of any termination of the Trust shall be given by the Servicer to each Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Section 4.4 of the Indenture). (d) After payment to each Trustee, the Noteholders and the Servicer of all amounts required to be paid under this Agreement and the Indenture, any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made) shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders and any other assets remaining in the Owner Trust Estate shall be distributed to the Certificate Distribution Account for distribution to the Certificateholders.

Sale of Assets; Termination. (a) Upon any sale or other disposition of the assets of the Owner Trust Estate pursuant to Article V of the Indenture (an "Event of Default Sale"), the Servicer shall instruct the Applicable Trustee to deposit the proceeds from such disposition after all payments and reserves therefrom have been made or the amount specified in clause SECOND of Section 5.4(b) of the Indenture (the "Event of Default Proceeds") in the Collection Account. On the day Business Day preceding the Distribution Date on which the Event of Default Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on the day Business Day preceding a Distribution Date, on the day Business Day preceding the Distribution Date immediately following such deposit), the Servicer shall instruct the Applicable Trustee to make the following deposits (after the application on the day Business Day preceding such Distribution Date of the Available Collected Amount and funds on deposit in the Reserve Account pursuant to Sections 4.06 and 4.07) from the Event of Default Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority: (i) to the Note Distribution Account, any portion of the Aggregate Class A Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date for payment of interest on the Class A Notes; (ii) if such Event of Default Sale results from the occurrence of an Event of Default specified in Section 5.1(a), (b) or (c) of the Indenture, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); (iii) to the Note Distribution Account, any portion of the Class B Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date; (iv) if such Event of Default Sale does not result from the circumstances specified in Section 9.02(a)(ii), to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); and (v) to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction therein to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date). Subject to Section 5.01(b), any investments on deposit in the Reserve Account which shall not mature on or before the day preceding such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the day immediately preceding such Distribution Date. Any Event of Default Proceeds remaining after the deposits described above shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders. (b) Notice of any termination of the Trust shall be given by the Servicer to each Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Section 4.4 of the Indenture). (d) After payment to each Trustee, the Noteholders and the Servicer of all amounts required to be paid under this Agreement and the Indenture, any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made) shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders and any other assets remaining in the Owner Trust Estate shall be distributed to the Certificate Distribution Account for distribution to the Certificateholders.

Sale of Assets; Termination. (a) Upon any sale or other disposition of the assets of the Owner Trust Estate pursuant to Section 7.2 of the Trust Agreement (an "Insolvency Sale") or Article V of the Indenture (an "Event of Default Sale"), the Servicer shall instruct the Applicable Trustee to deposit the proceeds from such Insolvency Sale or other disposition after all payments and reserves therefrom have been made or or, with respect to an Event of Default Sale, the amount specified in clause SECOND of Section 5.4(b5.04(b) of the Indenture (in either case, the "Event of Default Insolvency Proceeds") in the Collection Account. On the day preceding the Distribution Date on which the Event of Default Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on the day preceding a Distribution Date, on the day preceding the Distribution Date immediately following such deposit)) , the Servicer shall instruct the Applicable Trustee to make the following deposits (after the application on the day preceding such Distribution Date of the Available Amount and funds on deposit in the Reserve Account pursuant to Sections 4.06 and 4.07) from the Event of Default Insolvency Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority: (i) to the Note Distribution Account, any portion of the Aggregate Class A Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date for payment of interest on the Class A NotesDate; (ii) if such Event of Default Sale results from the occurrence of an Event of Default specified in Section 5.1(a), (b) or (c) of the Indenture, to the Note Distribution Account, an amount equal to the Aggregate Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); (iii) to the Note Certificate Distribution Account, any portion of the Class B NoteholdersCertificateholders' Interest Distributable Amount not otherwise deposited into the Note Certificate Distribution Account on the day preceding such Distribution Date;; and (iv) if such Event of Default Sale does not result from the circumstances specified in Section 9.02(a)(ii), to the Note Certificate Distribution Account, an amount equal to the Note Principal Certificate Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Certificate Balance to result from the deposits made in the Note Certificate Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); and (v) to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction therein to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date). Subject to Section 5.01(b), any investments on deposit in the Reserve Account which shall not mature on or before the day preceding such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the day immediately preceding such Distribution Date. Any Event of Default Insolvency Proceeds remaining after the deposits described above shall be deposited into the Certificate Distribution Account for distribution paid to the CertificateholdersSeller. (b) Notice of any termination of the Trust shall be given by the Servicer to each Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Section 4.4 of the Indenture). (d) After payment to each Trustee, the Noteholders Securityholders and the Servicer of all amounts required to be paid under this Agreement Agreement, the Indenture and the IndentureTrust Agreement, any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made) shall be deposited into the Certificate Distribution Account for distribution paid to the Certificateholders Seller and any other assets remaining in the Owner Trust Estate shall be distributed to the Certificate Distribution Account for distribution to the CertificateholdersSeller.

Sale of Assets; Termination. (a) Upon any sale or other disposition of the assets of the Owner Trust Estate pursuant to Section 7.2 of the Trust Agreement (an "Insolvency Sale") or Article V of the Indenture (an "Event of Default Sale"), the Servicer shall instruct the Applicable Trustee to deposit the proceeds from such Insolvency Sale or other disposition after all payments and reserves therefrom have been made or or, with respect to an Event of Default Sale, the amount specified in clause SECOND of Section 5.4(b) of the Indenture (in either case, the "Event of Default Insolvency Proceeds") in the Collection Account. On the day preceding the Distribution Date on which the Event of Default Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on the day preceding a Distribution Date, on the day preceding the Distribution Date immediately following such deposit), the Servicer shall instruct the Applicable Trustee to make the following deposits (after the application on the day preceding such Distribution Date of the Available Amount and funds on deposit in the Reserve Account pursuant to Sections 4.06 and 4.07) from the Event of Default Insolvency Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority: (i) to the Note Distribution Account, any portion of the Aggregate Class A Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date for payment of interest on the Class A NotesDate; (ii) if such Event of Default Sale results from the occurrence of an Event of Default specified in Section 5.1(a), (b) or (c) of the Indenture, to the Note Distribution Account, an amount equal to the Aggregate Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); (iii) to the Note Certificate Distribution Account, any portion of the Class B NoteholdersCertificateholders' Interest Distributable Amount not otherwise deposited into the Note Certificate Distribution Account on the day preceding such Distribution Date;; and (iv) if such Event of Default Sale does not result from the circumstances specified in Section 9.02(a)(ii), to the Note Certificate Distribution Account, an amount equal to the Note Principal Certificate Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Certificate Balance to result from the deposits made in the Note Certificate Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); and (v) to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction therein to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date). Subject to Section 5.01(b), any investments on deposit in the Reserve Account which shall not mature on or before the day preceding such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the day immediately preceding such Distribution Date. Any Event of Default Insolvency Proceeds remaining after the deposits described above shall be deposited into the Certificate Distribution Account for distribution paid to the CertificateholdersSeller. (b) Notice of any termination of the Trust shall be given by the Servicer to each Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Section 4.4 of the Indenture). (d) After payment to each Trustee, the Noteholders Securityholders and the Servicer of all amounts required to be paid under this Agreement Agreement, the Indenture and the IndentureTrust Agreement, any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made) shall be deposited into the Certificate Distribution Account for distribution paid to the Certificateholders Seller and any other assets remaining in the Owner Trust Estate shall be distributed to the Certificate Distribution Account for distribution to the CertificateholdersSeller.

Sale of Assets; Termination. (a) Upon any sale or other disposition of the assets of the Owner Trust Estate Collateral pursuant to Article V of the Indenture (an "Event of Default Sale"), the Servicer Indenture Trustee, based on information supplied by the Servicer, shall instruct the Applicable Trustee to deposit the proceeds from such disposition after all payments and reserves therefrom have been made or the amount specified in clause SECOND of Section 5.4(b) of the Indenture (the "Event of Default Proceeds") in the Collection Account. On the day preceding the Distribution Transfer Date on which the Event of Default Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on the day preceding a Distribution that Transfer Date, on the day preceding the Distribution Transfer Date immediately following such deposit), the Servicer Indenture Trustee, based on information supplied by the Servicer, shall instruct the Applicable Trustee to make the following deposits (after the application on the day preceding such Distribution Transfer Date of the Available Collected Amount and funds on deposit in the Reserve Account pursuant to Sections 4.06 8.2 and 4.078.10) from the Event of Default Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority: (i) to the Note Distribution Account, any portion of the Aggregate Class A Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date for payment of interest on the Class A NotesTransfer Date; (ii) if such Event of Default Sale results from the occurrence of an Event of Default specified in Section 5.1(a), (b) or (c) of the Indenture, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding each prior Distribution Date); (iii) to the Note Distribution Account, any portion of the Class B Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the day preceding such Distribution Date; (iv) if such Event of Default Sale does not result from the circumstances specified in Section 9.02(a)(ii), to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Transfer Date and on the day preceding each prior Transfer Date); (iii) to the Note Distribution Account, any portion of the Class B Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on the Transfer Date; (iv) if such Event of Default Sale does not result from the circumstances specified in Section 8.13(a)(ii), to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Aggregate Note Principal Balance to result from the deposits made in the Note Distribution Account on the Transfer Date and on each prior Transfer Date); and (v) to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction therein to result from the deposits made in the Note Distribution Account on the day preceding such Distribution Date and on the day preceding Transfer Date and on each prior Distribution Transfer Date). Subject to the Section 5.01(b)2.02(b) of the Servicing Agreement, any investments on deposit in the Reserve Account which shall not mature on or before the day preceding such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the day immediately preceding such Distribution Transfer Date. Any Event of Default Proceeds remaining after the deposits described above shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders. (b) Notice of any termination of the Trust shall be given by the Servicer to each Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the Indenture Trustee set forth in Section 4.4 of the Indenture). (d) After payment to each Trustee, the Noteholders and the Servicer of all amounts required to be paid under this Agreement and the Indenture, any amounts on deposit in the Reserve Account and the Collection Account (after all other distributions required to be made from such accounts have been made) shall be deposited into the Certificate Distribution Account for distribution to the Certificateholders and any other assets remaining in the Owner Trust Estate shall be distributed to the Certificate Distribution Account for distribution to the Certificateholders.