Common use of Sale of Receivables for Accelerated Notes Clause in Contracts

Sale of Receivables for Accelerated Notes. (i) If the Series 200__ - __ Notes have been accelerated pursuant to Section 7.02 of the Indenture following an Event of Default, each Holder of a Series 200__ - __ Note may notify the Indenture Trustee that it desires to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables, in the amount described below. The sale can only occur if at least one of the following conditions is met: (A) the Holders of Series 200__ - __ Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Series 200__ - __ Notes have notified the Indenture Trustee that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ Notes; or (B) the Majority Holders of the Series 200__ - __ Notes have notified the Indenture Trustee that they desire to cause the Issuer to sell Principal Receivables and Non-Principal Receivables in respect of their Series 200__ - __ Notes and the net proceeds of the sale of Receivables pursuant to such sale (as described below) plus amounts on deposit in the Principal Funding Account would be sufficient to pay all amounts due on the Series 200__ - __ Notes; or (C) (1) the Indenture Trustee determines that the funds to be allocated to the Series 200__ - __ Notes, including (x) Series 200__ - __ Available Interest Amount and Series 200__ - __ Available Principal Amounts and (y) amounts on deposit in the Principal Funding Account, may not be sufficient on an ongoing basis to make payments on the Series 200__ - __ Notes as those payments would have become due if the obligations had not been declared due and payable and (2) Holders of Series 200__ - __ Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 200__ - __ Notes have notified the Indenture Trustee that they desire to cause the Issuer to sell Principal Receivables and Non-Principal Receivables in respect of their Series 200__ - __ Notes. If any of the conditions as provided in the preceding paragraph are met, the Issuer will sell Principal Receivables and the related Non-Principal Receivables on behalf of Holders of all Series 200__ - __ Notes, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables. If any of the conditions of the preceding paragraph are met, the Indenture Trustee shall cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables (or interests therein) in an amount not exceeding the Series 200 __ - __ Security Amount and the proceeds of that sale, but only up to the Collateral Amount will be available to pay the Outstanding Dollar Principal Amount [plus any past due interest on the Series 200__ - __ Notes], PROVIDED THAT the selection procedure used to determine which Principal Receivables are to be sold shall not be materially adverse to any other Series of Notes. The proceeds of such sale shall be applied in accordance with Section 7.06 of the Indenture. The Holders of the Series 200__ - __ Notes shall maintain their rights in their Series 200__ - __ Notes until such Holders present their Series 200__ - __ Notes to the Issuer in accordance with Section 7.06 of the Indenture.

Sale of Receivables for Accelerated Notes. (ia) If the Series 200__ - __ 2005-1 Notes have been accelerated pursuant to Section 7.02 of the Indenture following an Event of Default, each Holder of a Series 200__ - __ Note 2005-1 Noteholder may notify the Indenture Trustee in writing that it desires to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables, or interests in Principal Receivables and the related Non-Principal Receivables, in the amount described below. The sale can only occur if at least one of the following conditions is met: (Ai) the Holders of Series 200__ - __ Notes 2005-1 Noteholders evidencing at least 90% of the Outstanding Dollar Principal Amount of the Series 200__ - __ Notes have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ 2005-1 Notes; or; (Bii) the Majority Holders of the Series 200__ - __ 2005-1 Notes have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ 2005-1 Notes and the net proceeds of the sale of Receivables pursuant to such sale (as described below) plus amounts on deposit in the Principal Funding Account would be sufficient to pay all amounts due on the Series 200__ - __ 2005-1 Notes; or (Ciii) (1) the Indenture Trustee Servicer determines that the funds to be allocated to the Series 200__ - __ 2005-1 Notes, including (x) the Series 200__ - __ 2005-1 Available Interest Amount and Series 200__ - __ 2005-1 Available Principal Amounts and (y) amounts on deposit in the Principal Funding Account, may not be sufficient on an ongoing basis to make payments on the Series 200__ - __ 2005-1 Notes as those payments would have become due if the obligations had not been declared due and payable and (2) Holders of Series 200__ - __ Notes 2005-1 Noteholders evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 200__ - __ Notes have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ 2005-1 Notes. If any of the conditions as provided in the preceding paragraph are met, the Issuer will sell Principal Receivables and the related Non-Principal Receivables (or interests therein) on behalf of Holders of all Series 200__ - __ Notes2005-1 Noteholders, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables. If any of the conditions of the preceding paragraph are met, the Indenture Trustee shall cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables (or interests therein) in an amount not exceeding the Series 200 __ - __ 2005-1 Security Amount and the proceeds of that sale, but only up to the Collateral Amount will be available to pay the Outstanding Dollar Principal Amount [plus any past due interest on the Series 200__ - __ 2005-1 Notes]; provided, PROVIDED THAT that the selection procedure used to determine which Principal Receivables are to be sold shall not be materially adverse to any other Series of NotesSeries. The proceeds of such sale shall be applied in accordance with Section 7.06 of the Indenture, and proceeds distributable to the Series 2005-1 Noteholders shall be distributed in the priorities set forth in Section 3.09(a) and 3.10(a), on the related Payment Date. The Holders of the Series 200__ - __ Notes 2005-1 Noteholders shall maintain their rights in their Series 200__ - __ 2005-1 Notes until such Holders Noteholders present their Series 200__ - __ 2005-1 Notes to the Issuer in accordance with Section 7.06 of the Indenture. (b) If the Collateral Amount is greater than zero on the Legal Final Maturity Date (after giving effect to deposits and distributions otherwise to be made on the Legal Final Maturity Date), the Issuer will sell Principal Receivables and the related Non-Principal Receivables on the Legal Final Maturity Date in an amount not exceeding the Series 2005-1 Security Amount and the proceeds of that sale, but only up to the Collateral Amount will be available to pay the Outstanding Dollar Principal Amount plus any past due interest on the Series 2005-1 Notes. (c) Sales proceeds received with respect to the Series 2005-1 Notes pursuant to clause (b) above, but only in an amount up to the Collateral Amount, will be allocated in the following priority: (i) first, to be deposited in the Principal Funding Account, an amount up to the Collateral Amount of the Series 2005-1 Notes immediately before giving effect to such deposit, for payment, first, to the Class A Noteholders on the related Payment Date until the Class A Note Principal Balance has been paid in full and, second, to the Class B Noteholders on the related Payment Date until the Class B Note Principal Balance has been paid in full; and (ii) second, to be deposited in the Interest Funding Account, the balance of such sales proceeds. (d) Any amount remaining on deposit in the Interest Funding Account after a sale of Receivables pursuant to this Section 3.14 and the final payment of the Series 2005-1 Notes pursuant to Section 5.03 of the Indenture, will be treated as part of the Series 2005-1 Available Interest Amount.

Sale of Receivables for Accelerated Notes. (ia) If the Series 200__ - __ 2003-2 Notes have been accelerated pursuant to Section SECTION 7.02 of the Indenture following an Event of Default, each Holder of a Series 200__ - __ 2003-2 Note may notify the Indenture Trustee in writing that it desires to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables, or interests in Principal Receivables and the related Non-Principal Receivables, in the amount described below. The sale can only occur if at least one of the following conditions is met: (Ai) the Holders of Series 200__ - __ 2003-2 Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Series 200__ - __ 2003-2 Notes have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ 2003-2 Notes; or (Bii) the Majority Holders of the Series 200__ - __ 2003-2 Notes have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ 2003-2 Notes and the net proceeds of the sale of Receivables pursuant to such sale (as described below) plus amounts on deposit in the Principal Funding Account would be sufficient to pay all amounts due on the Series 200__ - __ 2003-2 Notes; or (Ciii) (1) the Indenture Trustee Servicer determines that the funds to be allocated to the Series 200__ - __ 2003-2 Notes, including (x) Series 200__ - __ 2003-2 Available Interest Amount and Series 200__ - __ 2003-2 Available Principal Amounts and (y) amounts on deposit in the Principal Funding Account, may not be sufficient on an ongoing basis to make payments on the Series 200__ - __ 2003-2 Notes as those payments would have become due if the obligations had not been declared due and payable and (2) Holders of Series 200__ - __ 2003-2 Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 200__ - __ 2003-2 Notes have notified the Indenture Trustee in writing 20 SERIES 0000-0 XXXXXXXXX SUPPLEMENT that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ 2003-2 Notes. If any of the conditions as provided in the preceding paragraph are met, the Issuer will sell Principal Receivables and the related Non-Principal Receivables (or interests therein) on behalf of Holders of all Series 200__ - __ 2003-2 Notes, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables. If any of the conditions of the preceding paragraph are met, the Indenture Trustee shall cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables (or interests therein) in an amount not exceeding the Series 200 __ - __ 2003-2 Security Amount and the proceeds of that sale, but only up to the Collateral Amount will be available to pay the Outstanding Dollar Principal Amount [plus any past due interest on the Series 200__ - __ 2003-2 Notes], PROVIDED THAT the selection procedure used to determine which Principal Receivables are to be sold shall not be materially adverse to any other Series of Notes. The proceeds of such sale shall be applied in accordance with Section SECTION 7.06 of the Indenture, and proceeds distributable to the Series 2003-2 Noteholders shall be distributed in the priorities set forth in SECTION 3.09(a) and 3.10(a), on the related Payment Date. The Holders of the Series 200__ - __ 2003-2 Notes shall maintain their rights in their Series 200__ - __ 2003-2 Notes until such Holders present their Series 200__ - __ 2003-2 Notes to the Issuer in accordance with Section SECTION 7.06 of the Indenture. (b) If the Collateral Amount is greater than zero on the Legal Final Maturity Date (after giving effect to deposits and distributions otherwise to be made on the Legal Final Maturity Date), the Issuer will sell Principal Receivables and the related Non-Principal Receivables on the Legal Final Maturity Date in an amount not exceeding the Series 2003-2 Security Amount and the proceeds of that sale, but only up to the Collateral Amount will be available to pay the Outstanding Dollar Principal Amount plus any past due interest on the Series 2003-2 Notes. (c) Sales proceeds received with respect to the Series 2003-2 Notes pursuant to CLAUSE (b) above, but only in an amount up to the Collateral Amount, will be allocated in the following priority: (i) first, to be deposited in the Principal Funding Account, an amount up to the Collateral Amount of the Series 2003-2 Notes immediately before giving effect to such deposit, for payment, first, to the Class A Noteholders on the related Payment Date until the Class A Note Principal Balance has been paid in full and, second, to the Class B Noteholders on the related Payment Date until the Class B Note Principal Balance has been paid in full; and (ii) second, to be deposited in the Interest Funding Account, the balance of such sales proceeds. (d) Any amount remaining on deposit in the Interest Funding Account after a sale of Receivables pursuant to this SECTION 3.15 and the final payment of the Series 2003-2 Notes pursuant to SECTION 5.03 of the Indenture, will be treated as part of the Series 2003-2 Available Interest Amount.

Sale of Receivables for Accelerated Notes. (i) If In the case of a Series 200__ - __ or Class of Notes have that has been accelerated pursuant to Section 7.02 of the Indenture following an Event of Default, each Holder the Indenture 53 MASTER INDENTURE Trustee may cause to Issuer to sell, and if one of the conditions in subsections (a), (b) or (c) of this Section 7.08 is met, the Issuer shall sell, Principal Receivables and the related Non-Principal Receivables (or interests therein). If a Series 200__ - __ Note or Class of Notes is accelerated before its Legal Final Maturity Date, each holder of the accelerated Notes may notify the Indenture Trustee in writing that it desires to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables, or interests in Principal Receivables and the amount described belowrelated Non-Principal Receivables, with respect to the Notes of that Series or Class. The sale Noteholders of a Series or Class can only occur cause a sale of Receivables if at least one of the following conditions is met: (Aa) the Holders of Series 200__ - __ Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Notes of that Series 200__ - __ Notes or Class have notified the Indenture Trustee in writing that they desire to cause the issuer to sell Principal Receivables and the related Non-Principal Receivables, or interests in Principal Receivables and the related Non-Principal Receivables, with respect to their Series or Class of Notes; (b) the Holders of a Majority of the Outstanding Dollar Principal Amount of the Notes of that Series or Class have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables Receivables, or interests in respect of their Series 200__ - __ Notes; or (B) the Majority Holders of the Series 200__ - __ Notes have notified the Indenture Trustee that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in Receivables, with respect of to their Series 200__ - __ or Class of Notes and the net proceeds of the sale of Receivables pursuant to such sale (that sale, as described below) , plus amounts on deposit in the Principal Funding Account would be sufficient to pay all amounts due on the Notes of that Series 200__ - __ Notesor Class; or (C) (1) the Indenture Trustee Servicer determines that the funds to be allocated to the Notes of that Series 200__ - __ Notesor Class, including (xA) Collections allocated to that Series 200__ - __ Available Interest Amount and Series 200__ - __ Available Principal Amounts or Class and (yB) amounts on deposit in the Principal Funding Account, may not be sufficient on an ongoing basis to make payments on the Notes of that Series 200__ - __ Notes or Class as those payments would have become due if the those obligations had not been declared due and payable and (2) Holders of Series 200__ - __ Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Notes of that Series 200__ - __ Notes or Class have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables, or interests Principal Receivables in and the related Non-Principal Receivables, with respect of to their Series 200__ - __ or Class of Notes. If any of the conditions as provided in the preceding paragraph are met, the Issuer will shall sell Principal Receivables and the related Non-Principal Receivables on behalf of all Holders of all the Notes of that Series 200__ - __ Notesor Class, whether or not they have actually requested that the Issuer sell given notice of their desire to cause a sale of Receivables or interests in Principal Receivables and the related Non-Principal Receivables. If any of , in the conditions of the preceding paragraph are met, the Indenture Trustee shall cause the Issuer to sell Principal Receivables and amount specified in the related Non-Principal Receivables (or interests therein) in an amount not exceeding the Series 200 __ - __ Security Amount and the proceeds of that sale, but only up to the Collateral Amount will be available to pay the Outstanding Dollar Principal Amount [plus any past due interest on the Series 200__ - __ Notes], PROVIDED THAT the selection procedure used to determine which Principal Receivables are to be sold shall not be materially adverse to any other Series of Notes. The proceeds of such sale shall be applied in accordance with Section 7.06 of the IndentureIndenture Supplement. The Holders of the Series 200__ - __ accelerated Notes shall maintain their rights in their Series 200__ - __ Notes until such the Holders present deliver their Series 200__ - __ Notes to the Issuer as required in accordance connection with Section 7.06 the application of the Indenturesale proceeds to payment of the amounts due on the related Class or Series of Notes.

Sale of Receivables for Accelerated Notes. (i) If In the case of a Series 200__ - __ or Class of Notes have that has been accelerated pursuant to Section 7.02 of the Indenture following an Event of Default, each Holder the Indenture Trustee may, and shall, if one of the conditions in subsections (a), (b) or (c) of this Section 7.08 is met, sell Principal Receivables and the related Non-Principal Receivables (or interests therein). If a Series 200__ - __ Note or Class of Notes is accelerated before its Legal Final Maturity Date, each holder of the accelerated Notes may notify the Indenture Trustee in writing that it desires to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables, or interests in Principal Receivables and the amount described belowrelated Non-Principal Receivables, with respect to the Notes of that Series or Class. The sale Noteholders of a Series or Class can only occur cause a sale of receivables if at least one of the following conditions is met:: 49 (Aa) the Holders of Series 200__ - __ Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Notes of that Series 200__ - __ Notes or Class have notified the Indenture Trustee in writing that they desire to cause the issuer to sell Principal Receivables and the related Non-Principal Receivables, or interests in Principal Receivables and the related Non-Principal Receivables, with respect to their Series or Class of Notes; (b) the Holders of a Majority of the Outstanding Dollar Principal Amount of the Notes of that Series or Class have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables Receivables, or interests in respect of their Series 200__ - __ Notes; or (B) the Majority Holders of the Series 200__ - __ Notes have notified the Indenture Trustee that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in Receivables, with respect of to their Series 200__ - __ or Class of Notes and the net proceeds of the sale of Receivables pursuant to such sale (that sale, as described below) , plus amounts on deposit in the Principal Funding Account would be sufficient to pay all amounts due on the Notes of that Series 200__ - __ Notesor Class; or (Cc) (1) the Indenture Trustee determines that the funds to be allocated to the Notes of that Series 200__ - __ Notesor Class, including (xA) Collections allocated to that Series 200__ - __ Available Interest Amount and Series 200__ - __ Available Principal Amounts or Class and (yB) amounts on deposit in the Principal Funding Account, may not be sufficient on an ongoing basis to make payments on the Notes of that Series 200__ - __ Notes or Class as those payments would have become due if the those obligations had not been declared due and payable and (2) Holders of Series 200__ - __ Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Notes of that Series 200__ - __ Notes or Class have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and Non-Principal Receivables in respect of their Series 200__ - __ Notes. If any of the conditions as provided in the preceding paragraph are met, the Issuer will sell Principal Receivables and the related Non-Principal Receivables on behalf of Holders of all Series 200__ - __ NotesReceivables, whether or not they have actually requested that the Issuer sell interests Principal Receivables and the related Non-Principal Receivables, with respect to their Series or Class of Notes. If any of the conditions of in the preceding paragraph are met, the Indenture Trustee shall cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables (on behalf of all Holders of the Notes of that Series or Class, whether or not they have actually given notice of their desire to cause a sale of Receivables or interests therein) in an amount not exceeding the Series 200 __ - __ Security Amount Principal Receivables and the proceeds of that salerelated Non-Principal Receivables, but only up to in the Collateral Amount will be available to pay amount specified in the Outstanding Dollar Principal Amount [plus any past due interest on the Series 200__ - __ Notes], PROVIDED THAT the selection procedure used to determine which Principal Receivables are to be sold shall not be materially adverse to any other Series of Notes. The proceeds of such sale shall be applied in accordance with Section 7.06 of the Indenturerelated Indenture Supplement. The Holders of the Series 200__ - __ accelerated Notes shall maintain their rights in their Series 200__ - __ Notes until such the Holders present deliver their Series 200__ - __ Notes to the Issuer as required in accordance connection with Section 7.06 the application of the Indenturesale proceeds to payment of the amounts due on the related Class or Series of Notes. If an Event of Default occurs relating to the failure to pay principal of or interest on a Series or Class of Notes in full on the related Legal Final Maturity Date, the Issuer shall automatically sell Receivables on such date.

Sale of Receivables for Accelerated Notes. (i) If the a class of Series 200[__ - __ __] Notes have has been accelerated pursuant to Section 7.02 702 of the Indenture following an Event of Default, each Holder of a Series 200__ - __ Note may notify the Indenture ----------- Trustee may, and at the direction of the Majority Holders of that it desires to class of Series [____] Notes will, cause the Issuer Master Trust to sell Principal Receivables and the related Non-Principal Receivables, Finance Charge Receivables (or interests therein) in an amount up to the amount described below. The Nominal Liquidation Amount of the affected class plus any past due interest on the affected class. (ii) Such a sale can will be permitted only occur if at least one of the following conditions is met: (A) the Holders of Series 200__ - __ Notes evidencing at least 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated class of Series 200[__ - __ __] Notes have notified the Indenture Trustee that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ Notesconsent; or (B) the Majority Holders of the Series 200__ - __ Notes have notified the Indenture Trustee that they desire to cause the Issuer to sell Principal Receivables and Non-Principal Receivables in respect of their Series 200__ - __ Notes and the net proceeds of the sale of Receivables pursuant to such sale (as described below) plus amounts on deposit in the Principal Funding Account would be sufficient to pay all amounts due on the accelerated class of Series 200[__ - __ __] Notes; or (C) 66 2/3% of the Holders of the accelerated class of Series [____] Notes consent to the sale; provided however, that in the event that the only condition satisfied -------- ------- is clause (1C) above, such sale will not be permitted if the Indenture Trustee determines that the funds to be allocated to the Series 200__ - __ accelerated class of Notes, including (x1) Series 200[__ - __ __] Available Interest Amount Funds and Series 200[__ - __ __] Available Principal Amounts allocable to the accelerated class of Series [____] Notes and (y2) amounts on deposit in the Principal Funding Accountapplicable sub-Accounts, may not are likely to be sufficient on an ongoing basis to make payments on the Series 200__ - __ Notes as those payments would have become due if the obligations had not been declared due and payable and (2) Holders accelerated class of Series 200[__ - __ __] Notes evidencing at least 66 2/3% when due and, (b) If the Nominal Liquidation Amount with respect to any class of Series [____] Notes is greater than zero on the Outstanding Dollar Principal Amount of Legal Maturity Date (after giving effect to deposits and distributions otherwise to be made on the Series 200__ - __ Notes have notified the Indenture Trustee that they desire to cause the Issuer to sell Principal Receivables and Non-Principal Receivables in respect of their Series 200__ - __ Notes. If any of the conditions as provided in the preceding paragraph are metLegal Maturity Date), the Issuer will sell Principal Receivables and the related Non-Principal Receivables on behalf of Holders of all Series 200__ - __ Notes, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables. If any of the conditions of the preceding paragraph are met, the Indenture Trustee shall cause the Issuer Master Trust to sell Principal Receivables and the related Non-Principal Finance Charge Receivables (or interests therein) on the Legal Maturity Date in an amount not exceeding the Series 200 __ - __ Security Amount and the proceeds of that sale, but only up to the Collateral Nominal Liquidation Amount will be available to pay of the Outstanding Dollar Principal Amount [affected class plus any past due interest on the affected class. (c) Sales proceeds received with respect to a class of Series 200[__ - __ Notes]__] Notes received pursuant to clause (b) will be allocated in the following priority: (i) first, PROVIDED THAT the selection procedure used to determine which Principal Receivables are to be sold shall not deposited in the Principal Funding sub-Account for that class of Series [____] Notes, an amount up to the Adjusted Outstanding Dollar Principal Amount immediately before giving effect to such deposit; and (ii) second, to be materially adverse to any other deposited in the Interest Funding sub-Account of that class of Series of [____] Notes. The proceeds , the balance of such sale shall be applied in accordance with Section 7.06 of the Indenture. The Holders of the Series 200__ - __ Notes shall maintain their rights in their Series 200__ - __ Notes until such Holders present their Series 200__ - __ Notes to the Issuer in accordance with Section 7.06 of the Indenturesales proceeds.

Sale of Receivables for Accelerated Notes. (ia) If the Series 200__ - __ 2003-1 Notes have been accelerated pursuant to Section SECTION 7.02 of the Indenture following an Event of Default, each Holder of a Series 200__ - __ 2003-1 Note may notify the Indenture Trustee in writing that it desires to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables, or interests in Principal Receivables and the related Non-Principal Receivables, in the amount described below. The sale can only occur if at least one of the following conditions is met: (Ai) the Holders of Series 200__ - __ 2003-1 Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Series 200__ - __ 2003-1 Notes have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ 2003-1 Notes; or (Bii) the Majority Holders of the Series 200__ - __ 2003-1 Notes have notified the Indenture Trustee in writing that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ 2003-1 Notes and the net proceeds of the sale of Receivables pursuant to such sale (as described below) plus amounts on deposit in the Principal Funding Account would be sufficient to pay all amounts due on the Series 200__ - __ 2003-1 Notes; or (C) (1) the Indenture Trustee Servicer determines that the funds to be allocated to the Series 200__ - __ 2003-1 Notes, including (x) Series 200__ - __ 2003-1 Available Interest Amount and Series 200__ - __ 2003-1 Available Principal Amounts and (y) amounts on deposit in the Principal Funding Account, may not be sufficient on an ongoing basis to make payments on the Series 200__ - __ 2003-1 Notes as those payments would have become due if the obligations had not been declared due and payable and (2) Holders of Series 200__ - __ 2003-1 Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 200__ - __ 2003-1 Notes have notified the Indenture Trustee in writing 20 SERIES 0000-0 XXXXXXXXX SUPPLEMENT that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 200__ - __ 2003-1 Notes. If any of the conditions as provided in the preceding paragraph are met, the Issuer will sell Principal Receivables and the related Non-Principal Receivables (or interests therein) on behalf of Holders of all Series 200__ - __ 2003-1 Notes, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables. If any of the conditions of the preceding paragraph are met, the Indenture Trustee shall cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables (or interests therein) in an amount not exceeding the Series 200 __ - __ 2003-1 Security Amount and the proceeds of that sale, but only up to the Collateral Amount will be available to pay the Outstanding Dollar Principal Amount [plus any past due interest on the Series 200__ - __ 2003-1 Notes], PROVIDED THAT the selection procedure used to determine which Principal Receivables are to be sold shall not be materially adverse to any other Series of Notes. The proceeds of such sale shall be applied in accordance with Section SECTION 7.06 of the Indenture, and proceeds distributable to the Series 2003-1 Noteholders shall be distributed in the priorities set forth in SECTION 3.09(a) and 3.10(a), on the related Payment Date. The Holders of the Series 200__ - __ 2003-1 Notes shall maintain their rights in their Series 200__ - __ 2003-1 Notes until such Holders present their Series 200__ - __ 2003-1 Notes to the Issuer in accordance with Section SECTION 7.06 of the Indenture. (b) If the Collateral Amount is greater than zero on the Legal Final Maturity Date (after giving effect to deposits and distributions otherwise to be made on the Legal Final Maturity Date), the Issuer will sell Principal Receivables and the related Non-Principal Receivables on the Legal Final Maturity Date in an amount not exceeding the Series 2003-1 Security Amount and the proceeds of that sale, but only up to the Collateral Amount will be available to pay the Outstanding Dollar Principal Amount plus any past due interest on the Series 2003-1 Notes. (c) Sales proceeds received with respect to the Series 2003-1 Notes pursuant to CLAUSE (b) above, but only in an amount up to the Collateral Amount, will be allocated in the following priority: (i) first, to be deposited in the Principal Funding Account, an amount up to the Collateral Amount of the Series 2003-1 Notes immediately before giving effect to such deposit, for payment, first, to the Class A Noteholders on the related Payment Date until the Class A Note Principal Balance has been paid in full and, second, to the Class B Noteholders on the related Payment Date until the Class B Note Principal Balance has been paid in full; and (ii) second, to be deposited in the Interest Funding Account, the balance of such sales proceeds. (d) Any amount remaining on deposit in the Interest Funding Account after a sale of Receivables pursuant to this SECTION 3.15 and the final payment of the Series 2003-1 Notes pursuant to SECTION 5.03 of the Indenture, will be treated as part of the Series 2003-1 Available Interest Amount.