Common use of Early Amortization Events Clause in Contracts

Early Amortization Events. Unless modified with respect to ------------------------- any Series of Investor Certificates by the Supplement for such Series, if any one of the following events shall occur: (a) the Bank shall consent or fail to object to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Bank or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Bank; or the Bank shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (b) the Transferor shall consent or fail to object to the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any bankruptcy proceeding, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Transferor or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or an action seeking any such decree or order shall have been commenced and, notwithstanding an objection by the Transferor, shall have remained undischarged or unstayed for a period of sixty (60) days; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file or 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 or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an "Insolvency Event"); ---------------- (c) the Bank shall become unable for any reason to sell Receivables to the Transferor in accordance with the provisions of the Receivables Purchase Agreement; (d) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement; or (e) the Trust shall become an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"); -------- then, an Early Amortization Event with respect to all Series then outstanding shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders immediately upon the occurrence of such event. Upon a Responsible Officer of the Trustee receiving actual notice thereof, the Trustee shall advise the Rating Agencies in writing of the occurrence of any Early Amortization Event.

Early Amortization Events. Unless modified with ------------------------- respect to ------------------------- any Series of Investor Certificates by the Supplement for such Seriesany related Supplement, if any one of the following events (each, an "Early Amortization Event") shall occur:: ------------------------ (a) the Bank an Insolvency Event shall consent or fail to object have occurred with respect to the appointment of a conservatorTrust, receiver the Company, any Originator or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Bank or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Bank; or the Bank shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligationsHuntsman International; (b) the Transferor shall consent or fail to object to the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any bankruptcy proceeding, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Transferor or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or an action seeking any such decree or order shall have been commenced and, notwithstanding an objection by the Transferor, shall have remained undischarged or unstayed for a period of sixty (60) days; Trust or the Transferor Company shall admit in writing its inability to pay its debts generally as they become due, file or 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 or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an "Insolvency Eventinvestment company" or "); ---------------- (c) the Bank shall become unable for any reason to sell Receivables to the Transferor in accordance with the provisions of the Receivables Purchase Agreement; (d) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement; or (e) the Trust shall become controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act; (c) the Trust shall receive a written notice from the U.S. Internal Revenue Service taking the position that the Trust should be characterized for United States federal income tax purposes as a ")publicly traded partnership" or as an association taxable as a corporation and counsel to the Company cannot provide an opinion reasonably acceptable to the Trustee and each Funding Agent that such claim is without merit; -------- or (d) no Successor Master Servicer shall have been appointed and accepted such appointment pursuant to the Servicing Agreement following a Master Servicer Default; or (e) a Program Termination Event shall have occurred and be continuing under the Contribution Agreement or any Origination Agreement; then, an "Early Amortization Event Period" with respect to all Outstanding Series then outstanding ------------------------- shall occur commence without any notice or other action on the part of the Trustee or the any Investor Certificateholders Certificateholder immediately upon the occurrence of such event. Upon a Responsible Officer of The Master Servicer shall notify each Rating Agency, each Funding Agent and the Trustee receiving actual notice thereof, the Trustee shall advise the Rating Agencies in writing of the occurrence of any such Early Amortization Period, specifying the date of the occurrence of such event. Upon the commencement against the Trust, the Company, any Originator or Huntsman International of a case, proceeding or other action described in clause (ii) of the definition of "Insolvency Event", the Company shall cease to accept contributions of ----------------- Receivables from Huntsman International and cease to grant a Participation or security interest in Receivables to the Trust, until such time, if any, as such case, proceeding or other action is vacated, discharged, or stayed or bonded pending appeal. If an Insolvency Event with respect to the Trust or the Company occurs, the Company shall immediately cease to grant a Participation or security interest in Receivables to the Trust (or, if the Company has previously suspended the grant of a Participation or security interest in Receivables to the Trust to comply with the preceding sentence, such suspension shall become a permanent cessation of the grant of a Participation or security interest in Receivables to the Trust) and the entity with respect to which such Insolvency Event has occurred, shall promptly give written notice to the Trustee of such occurrence. Notwithstanding any cessation of the grant of a Participation or security interest in to or granting of a security interest in favor of the Trust of additional Receivables, Receivables participated to or in which a security interest was granted in favor of the Trust prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables and interest, whenever created, accrued in respect of such Receivables, shall continue to be a part of the Trust.

Early Amortization Events. Unless modified with respect to ------------------------- any Series of Investor Certificates by the Supplement for such Series, if If any one of the following events (each, a "Trust Early Amortization Event") shall occur: (a) the Bank Seller, the Originator, the Servicer (if an Affiliate of the Originator) or Charming Shoppes, Inc. shall consent or fail to object to the appointment of a conservator, conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceeding of or relating to the Bank or proceedings of or relating to all or substantially all of its property, or a decree or order of a court, court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedingproceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the BankSeller, the Originator, the Servicer (if an Affiliate of the Originator) or Charming Shoppes, Inc.; or the Bank Seller, the Originator, the Servicer (if an Affiliate of the Originator) or Charming Shoppes, Inc. shall admit in writing its inability to pay its debts generally as they become due, file commence or have commenced against it (unless dismissed within thirty days) as a petition to take advantage of debtor a proceeding under any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (b) the Transferor shall consent or fail to object to the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any bankruptcy proceeding, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Transferor or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or an action seeking any such decree or order shall have been commenced and, notwithstanding an objection by the Transferor, shall have remained undischarged or unstayed for a period of sixty (60) days; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file or 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 or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an "Insolvency Event"); ---------------- (c) the Bank Originator shall become unable for any reason to sell Convey Receivables to the Transferor in accordance with Seller pursuant to the provisions of the Receivables Purchase Agreement; (d) ; or the Transferor Seller shall become unable for any reason to transfer Convey Receivables to the Trust in accordance with the provisions of this Agreement; or (ec) the Seller or the Trust shall become subject to regulation by the Securities and Exchange Commission as an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"); -------- then, then an Early Amortization Event with respect to all Series then outstanding shall occur without any notice or other action on the part of the Trustee or Trustee, the Investor Certificateholders or the Receivables Purchasers immediately upon the occurrence of such event. Upon a Responsible Officer of the Trustee receiving actual notice thereof, the Trustee shall advise the Rating Agencies in writing of the occurrence of any Early Amortization Event.

Early Amortization Events. Unless modified with respect to ------------------------- any Series of Investor Certificates by the Supplement for such Series, if If any one of the following events (each, an “Early Amortization Event”) shall occuroccur with respect to any Series: (a) Retailers National Bank, TCC, the Bank Transferor or any Holder of the Transferor Certificate shall consent fail generally to, or fail to object to admit in writing its inability to, pay its debts as they become due or makes an assignment for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Bank or of or relating to all or substantially all benefit of its property, creditors; or a decree or order of proceeding shall have been instituted in a court, agency or supervisory authority court having jurisdiction in the premises seeking a decree or order for relief in respect of Retailers National Bank, TCC, the Transferor or any Holder of the Transferor Certificate in an involuntary case under any Debtor Relief Law, or for the appointment of a conservatorreceiver, receiver liquidator, assignee, trustee, custodian, sequestrator, conservator or liquidator in other similar official of such Person or for any insolvency, readjustment substantial part of debt, marshaling of assets and liabilities or similar proceedingits property, or for the winding-up or liquidation liquidation, dissolution, reorganization or readjustment of its affairsaffairs or similar relief and, shall have been entered if instituted against the BankTransferor or any Holder of the Transferor Certificate, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or the Bank shall admit commencement by Retailers National Bank, TCC, the Transferor or any Holder of the Transferor Certificate, of a voluntary case under any Debtor Relief Law, or such Person’s seeking, consenting or acquiescing to the entry of an order for relief in writing an involuntary case under any Debtor Relief Law, or seeking, consenting or acquiescing to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person or for any substantial part of its inability to pay its debts generally as they become dueproperty, file a petition to take advantage of or any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment such Person or any subsidiary of its obligationssuch Person shall have taken any corporate action in furtherance of any of the foregoing actions (any such event, an “Insolvency Event”); (b) the Transferor Trust shall consent or fail to object to become an “investment company” within the appointment meaning of a bankruptcy trustee, conservator, receiver or liquidator in any bankruptcy proceeding, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Transferor or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or an action seeking any such decree or order shall have been commenced and, notwithstanding an objection by the Transferor, shall have remained undischarged or unstayed for a period of sixty (60) days; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file or 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 or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an "Insolvency Event"); ----------------Investment Company Act; (c) the Bank Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall become unable for any reason to sell Receivables to be less than the Required Retained Transferor in accordance with the provisions of the Receivables Purchase Agreement;Amount; or (d) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of pursuant to this Agreement; or (e) then in the Trust shall become an "investment company" within the meaning case of the Investment Company Act of 1940, as amended (the "1940 Act"); -------- thenany such event, an Early Amortization Event shall occur with respect to all such Series then outstanding shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders Certificateholders, immediately upon the occurrence of such event. Upon a Responsible Officer of the Trustee receiving actual notice thereof, the Trustee shall advise the Rating Agencies in writing of the occurrence of any Early Amortization Event.

Early Amortization Events. Unless modified with respect to ------------------------- any Series of Investor Certificates Amended and Restated Pooling Agreement 97 by the Supplement for such Seriesany related Supplement, if any one of the following events (each, an "Early Amortization Event") shall occur: (ai) a court having jurisdiction in the Bank premises shall consent enter a decree or fail to object to order for relief in respect of the appointment of a conservatorCompany in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, receiver insolvency or liquidator other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, "Applicable Insolvency Laws"), which decree or order is not stayed or any insolvencyother similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii) (A) an involuntary case is commenced against the Company under any Applicable Insolvency Law now or hereafter in effect, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Bank or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority court having jurisdiction in the premises for the appointment of a conservatorreceiver, receiver liquidator, sequestrator, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or other officer having similar proceedingpowers over the Company, or for over all or a substantial part of the winding-up or liquidation property of its affairs, the Company shall have been entered, an interim receiver, trustee or other custodian of the Company for all or a substantial part of the property of the Company is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Company, and (B) any event referred to in clause (ii)(A) above continues for 60 days unless dismissed, bonded or discharged; (iii) the Company shall at its request have a decree or an order for relief entered against with respect to it or commence a voluntary case under any Applicable Insolvency Law, consent to the Bankentry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or (iv) the Bank shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage making by the Company of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (b) the Transferor shall consent or fail to object to the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any bankruptcy proceeding, insolvency, readjustment of debt, marshaling of assets creditors; Amended and liabilities or similar proceeding of or relating to the Transferor or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or an action seeking any such decree or order shall have been commenced and, notwithstanding an objection by the Transferor, shall have remained undischarged or unstayed for a period of sixty (60) days; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file or 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 or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an "Insolvency Event"); ---------------- (c) the Bank shall become unable for any reason to sell Receivables to the Transferor in accordance with the provisions of the Receivables Purchase Agreement; (d) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement; or (e) the Trust shall become an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"); -------- then, an Early Amortization Event with respect to all Series then outstanding shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders immediately upon the occurrence of such event. Upon a Responsible Officer of the Trustee receiving actual notice thereof, the Trustee shall advise the Rating Agencies in writing of the occurrence of any Early Amortization Event.Restated Pooling Agreement 98

Early Amortization Events. Unless modified with respect to ------------------------- any Series of Investor Certificates by the Supplement for such Series, if If any one of the following events shall occur: (a) the Bank an Insolvency Event shall consent or fail to object occur with respect to the appointment Transferor, the Servicer (provided the Servicer is W-P Steel or any Affiliate thereof) or any Originator of a conservator, receiver 10% or liquidator in any insolvency, readjustment greater of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Bank or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Bank; Net Receivables Pool or the Bank shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;Trust; or (b) the Transferor shall consent SEC or fail to object to the appointment of other regulatory body reaches a bankruptcy trustee, conservator, receiver or liquidator in any bankruptcy proceeding, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Transferor or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or an action seeking any such decree or order shall have been commenced and, notwithstanding an objection by the Transferor, shall have remained undischarged or unstayed for a period of sixty (60) days; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file or 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 or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an "Insolvency Event"); ---------------- (c) the Bank shall become unable for any reason to sell Receivables to the Transferor in accordance with the provisions of the Receivables Purchase Agreement; (d) the Transferor shall become unable for any reason to transfer Receivables to final determination that the Trust in accordance with the provisions of this Agreement; or (e) the Trust shall become is an "investment company" within the meaning of the Investment Company Act Act; or (c) (i) any purchase of 1940any Receivables by the Transferor under the Receivables Purchase Agreement shall cease to create a valid sale, transfer and assignment to the Transferor of all right, title and interest of W-P Steel in and to such Receivables and the proceeds thereof; or (ii) any Transfer of any Receivables on any date shall for any reason cease to create a valid transfer and assignment to the Trust of all right, title and interest of the Transferor in and to such Receivables and the proceeds thereof or, if such Transfer does not constitute such a sale, transfer and assignment, cease to create a valid and perfected first priority "security interest" (as amended defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Receivables created hereunder) in such Receivables and the proceeds thereof, or (iii) the "1940 Act")Investor Certificates delivered hereunder shall for any reason cease to evidence the transfer to the Investor Certificateholders of, or the Investor Certificateholders shall otherwise cease to have, a beneficial interest in a trust owning or having a perfected first priority security interest in the Receivables and the other Trust Assets now existing and hereafter arising and the proceeds thereof to the extent of their respective Undivided Fractional Interests; -------- or (d) the Trust at any time receives a final determination that it will be treated as an association taxable as a corporation for federal income tax purposes; then, in the case of any event as described herein, an "Early Amortization Event with respect to all Series then outstanding Event" shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders Certificateholders, immediately upon the occurrence of such eventevent and additional Receivables will not be transferred to the Trust. Upon a Responsible Officer of Promptly and in any event within one Business Day after the Trustee receiving actual notice thereof, the Trustee shall advise the Rating Agencies in writing of the occurrence Servicer becomes aware of any Early Amortization Event, the Servicer shall notify the Trustee of the occurrence of such Early Amortization Event. Promptly and in any event within two Business Days after the Trustee becomes aware of any Early Amortization Event, the Trustee shall notify in writing each Rating Agency of the occurrence of such Early Amortization Event.

Early Amortization Events. Unless modified with respect to ------------------------- any Series of Investor Certificates by the Supplement for such Series, if If any one of the following events shall occur: (a) any failure by the Bank shall consent or fail to object to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Bank or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Bank; Transferor or the Bank Servicer to make any payment, transfer or deposit required to be paid, effected or made by it hereunder (including pursuant to Section 3.04(b)) within two Business Days after the same shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;; or (b) the Transferor shall consent any representation or fail to object to the appointment of a bankruptcy trusteewarranty, conservator, receiver certification or liquidator in any bankruptcy proceeding, insolvency, readjustment of debt, marshaling of assets and liabilities written statement made or similar proceeding of or relating to deemed made by the Transferor or of the Servicer under or relating to all or substantially all of its propertyin connection with this Agreement, or a decree by the Parent under or order of a courtin connection with the Parent Undertaking Agreement, agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any insolvencystatement, readjustment of debtrecord, marshaling of assets and liabilities certificate, financial statement or similar proceedingother document delivered pursuant to this Agreement or the Parent Undertaking Agreement, or for in connection with this Agreement or the winding-up or liquidation of its affairsParent Undertaking Agreement, shall prove to have been entered against incorrect in any material respect on or as of the Transferor date made or an action seeking any such decree or order shall have been commenced and, notwithstanding an objection by the Transferor, shall have remained undischarged or unstayed for a period of sixty (60) daysdeemed made; or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file or 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 or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an "Insolvency Event"); ----------------or (c) the Bank Transferor or the Servicer shall become unable fail to observe or perform any covenant or agreement applicable to it contained herein which has a material adverse effect on any Beneficiary if such failure shall remain unremedied for ten days after the first date on which any reason to sell Receivables to Responsible Official of the Transferor in accordance with or the provisions Servicer knew or should have known of the Receivables Purchase Agreement;such failure; or (d) the Transferor any Receivables Purchase Agreement shall become unable for any reason cease to transfer Receivables to the Trust be in accordance with the provisions of this Agreementfull force and effect or an Early Termination (as defined therein) shall occur; or (e) the Net Receivables Balance is less than the Required Net Receivables Balance upon the termination of a Partial Amortization Period; or (f) an Insolvency Event shall occur with respect to any Originator, the Transferor, the Servicer, Zenith, the Parent or the Trust; or (g) the Securities and Exchange Commission or other regulatory body having jurisdiction shall reach a final determination that the Trust shall become is an "investment company" within the meaning of the Investment Company Act Act; or (i) any purchase of 1940any Receivables by the Transferor under any Receivables Purchase Agreement shall cease to create a valid sale, transfer and assignment to the Transferor of all right, title and interest of the Originator in and to such Receiv- ▇▇▇▇▇ and the proceeds thereof, or (ii) any Transfer of any Receivables on any date shall for any reason cease to create a valid and perfected first priority sale, transfer and assignment to the Trust of all right, title and interest of the Transferor in and to such Receivables and the proceeds thereof or, if such Transfer does not constitute such a sale, transfer and assignment, cease to create a valid and perfected first priority security interest in such Receivables and the proceeds thereof, or (iii) the Investor Certifi- ▇▇▇▇▇ delivered hereunder shall for any reason (other than due to the acts or omissions of the Investor Certificateholders) cease to evidence the transfer to the Investor Certificateholders of, or the Investor Certificateholders shall otherwise cease to have, a beneficial interest in a trust owning, or the Trustee on behalf of the Trust having a perfected first priority security interest in, the Receivables and the other Trust Assets now existing and hereafter arising and the proceeds thereof to the extent of their respective Undivided Fractional Interests; or (i) the Trust at any time receives a final determination that the Trust will be treated as amended an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; or (j) a Servicer Default shall have occurred and be continuing; or (k) the "1940 Act"Servicer shall have resigned in accordance with the terms of this Agreement; or (l) the Parent shall fail to observe or perform any covenant or agreement (within any applicable cure period) applicable to it contained in the Parent Undertaking Agreement, or the Parent Undertaking Agreement shall cease to be in effect or the Parent shall so assert in writing; or (m) any material adverse change shall occur in the collectibility of the Receivables taken as a whole or in the financial condition of the Transferor, Zenith, Zenith and its Subsidiaries taken as a whole or the Parent, or in the ability of any of them or any Originator to perform its obligations under any Transaction Document; or (n) any of Zenith, the Transferor, the Servicer or any Originator shall fail to pay principal in respect of any Indebtedness of Zenith, the Transferor, the Servicer or any Originator (as the case may be) that is outstanding (i) in a principal amount, either individually or in the aggregate, of at least $500,000 or (ii) in the case of the Transferor, in any amount (but excluding, in each case, Indebtedness outstanding under any Transaction Document), when the full amount of such Indebtedness becomes due and payable; -------- or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the maturity of such Indebtedness or otherwise to cause such Indebtedness to mature; or any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or (o) the Intercreditor Agreement shall cease to be in full force and effect; or (p) (i) any Plan Event shall have occurred, (ii) the Transferor or any ERISA Affiliate shall have withdrawn from a Multiemployer Plan, or (iii) any Multiemployer Plan shall have been terminated or reorganized or become insolvent, and as a result of one or more such events the Transferor or any ERISA Affiliate has incurred or is reasonably expected to incur liability in excess of $1,000,000; or (q) a Termination Event (other than a Termination Event based upon an Insolvency Event) under any Receivables Purchase Agreement shall occur; or (r) the Parent and its Controlled Affiliates as a group shall cease to be the beneficial owners of at least a majority of the Voting Stock of Zenith, or Zenith shall cease to be the beneficial owner of at least a majority of the outstanding Voting Stock of the Transferor. then, if any of the events set forth in paragraph (f) above shall have occurred, an "Early Amortization Event with respect to all Series then outstanding Event" shall occur without any notice notice, demand, protest or other action on the part requirement of the Trustee or the Investor Certificateholders any kind immediately upon the occurrence of such event, and, if any of the events set forth in any other paragraph above shall have occurred, the Trustee may (and, if directed to do so by a Majority in Interest of any outstanding Series or, if the related Supplement so provides, the Enhancement Provider for such Series, shall), by notice to the Transferor, the Servicer, and each Enhancement Provider, declare that an "Early Amortization Event" shall occur as of the date set forth in such notice. Upon the occurrence of an Early Amortization Event, additional Receivables will not be transferred to the Trust. The Trustee shall be deemed to have knowledge of an Early Amortization Event only if a Responsible Officer Official of the Trustee receiving has actual knowledge or if a Responsible Official of the Trustee has received written notice thereof. A Majority in Interest of each outstanding Series (or, if so specified in the Trustee shall advise related Supplement, each Enhancement Provider for such Series) may, on behalf of all Holders, waive any default (other than a default described in paragraph (e) above) by the Rating Agencies Transferor or the Servicer in writing the performance of their obligations hereunder and its consequences, except the failure to make any distributions or payments required to be made to Holders or to make any required deposits of any amounts to be so distributed or paid. Holders of Certificates evidencing 67% or more of the occurrence aggregate Holders' Interest of each outstanding Series (or, if so specified in the related Supplement, each Enhancement Provider for such Series) may, on behalf of all Holders, waive any Early Amortization Eventdefault described in paragraph (e) above and its consequences. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

Early Amortization Events. Unless modified with respect to ------------------------- any Series of Investor Certificates by the Supplement for such Series, if If any one of the following events shall occur: (a) a failure by the Bank Depositor to convey Receivables in Additional Accounts to the Trust within five (5) Business Days after the day on which it is required to convey such Receivables pursuant to this Agreement; (b) Bombardier Corporation, the Depositor or the Servicer (or BCI, if it is not the Servicer) shall file a petition commencing a voluntary case under any chapter of the Federal bankruptcy laws; or Bombardier Corporation, the Depositor or the Servicer (or BCI, as aforesaid) shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or fail to object consent; or Bombardier Corporation, the Depositor or the Servicer (or BCI, as aforesaid) shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Bank it or of or relating to all or substantially all any substantial part of its property; or Bombardier Corporation, the Depositor or the Servicer (or BCI, as aforesaid) shall make an assignment for the benefit of creditors, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Bank; or the Bank shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; (bc) any order for relief against Bombardier Corporation, the Transferor Depositor or the Servicer (or BCI, if it is not the Servicer) shall consent or fail to object to the appointment of have been entered by a bankruptcy trustee, conservator, receiver or liquidator in any bankruptcy proceeding, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Transferor or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority court having jurisdiction in the premises for under any chapter of the appointment of a Federal bankruptcy trusteelaws, conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or an action seeking any such decree or order shall have been commenced and, notwithstanding an objection by the Transferor, shall have remained continued undischarged or unstayed for a period of sixty (60) days; or a decree or order by a court having jurisdiction in the Transferor premises shall admit in writing its inability to pay its debts generally have been entered approving as they become dueproperly filed a petition seeking reorganization, file arrangement, adjustment, or consent composition of Bombardier Corporation, the Depositor or fail to object the Servicer (or object without dismissal BCI, as aforesaid) under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a period of one hundred and twenty (120) days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of Bombardier Corporation, the Depositor or the Servicer (or BCI, as aforesaid) or of any substantial part of its property or for the winding up or liquidation of its affairs, shall have been entered, and such filing decree or order shall have remained in force undischarged or unstayed for a 'SS' 9.01 period of one hundred and twenty (120) days; (d) failure on the part of the Depositor, the Servicer or BCI, as applicable, to: (i) make any payment or deposit (including but not limited to any Transfer Deposit Amount or Adjustment Payment) required by the terms of this Agreement on or before the date occurring five (5) Business Days after the date such payment or deposit is required to be made herein, which failure is not cured within five (5) Business Days after notice from the Trustee of such failure; or (ii) with respect to any Series, deliver a Distribution Date Statement within ten (10) Business Days after notice from the Trustee of such failure to deliver such Distribution Date Statement; or (iii) duly comply with, observe or perform in any material respect the covenant of the Depositor set forth in Section 2.06(a) hereof with respect to any Receivable, which failure, in the case of this clause (iii), has a material adverse effect on the interests of the Holders of the Investor Certificates or the Holder of the Variable Funding Certificate and continues unremedied for a period of sixty (60) days after the date on which written notice of such filing or failure, requiring the earlier entry of any order providing for such relief) same to be remedied, shall have been given to the filing of a petition Depositor by the Trustee or any Enhancement Provider; provided, however, than an Early Amortization Event shall not be deemed to take advantage of any applicable bankruptcyhave occurred if the Depositor shall have repurchased the related Receivables or, insolvency or reorganization statuteif applicable, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an "Insolvency Event"); ---------------- (c) the Bank shall become unable for any reason to sell Receivables to the Transferor in accordance with the provisions all of the Receivables Purchase Agreement; (d) the Transferor shall become unable for any reason to transfer Receivables to the Trust during such period in accordance with the provisions of this Agreement; or (iv) duly observe or perform in any material respect any other covenants or agreements of the Depositor or the Servicer, as the case may be, set forth in this Agreement which failure, in the case of this clause (iv), has a material adverse effect on the interests of the Holders of the Investor Certificates or the Holder of the Variable Funding Certificate and continues unremedied for a period of forty-five (45) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Depositor by the Trustee or any Enhancement Provider; (e) any representation or warranty made by the Depositor in this Agreement or any information contained in a computer file or microfiche or written list required to be delivered by the Depositor pursuant to Section 2.01, Section 2.05, Section 2.07 or Section 2.08 hereof, (i) shall prove to have been incorrect in any material respect when 'SS' 9.01 made or when delivered, and shall continue to be incorrect in any material respect for a period of sixty (60) days (or such longer period as may be specified in such notice) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Depositor by the Trustee and (ii) as a result of such incorrectness the interests of the Holders of the Investor Certificates or the Holder of the Variable Funding Certificate are materially and adversely affected (excluding, however, the representation and warranty made by the Depositor pursuant to Section 2.03(m) hereof if this Agreement constitutes the grant of a perfected security interest in the Receivables and Collateral Security (and the proceeds thereof) under the UCC as then in effect in the State of Vermont transferred to the Trust hereunder); provided, however, that an Early Amortization Event shall not be deemed to have occurred under this subsection (e) if the Depositor has repurchased the related Receivable or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement; (f) the Trust or the Depositor shall become an "investment company" within the meaning of the Investment Company Act of 1940, as amended amended; or (g) the "1940 Act")occurrence of a Liquidation Event; -------- then, subject to applicable law, and after the applicable grace period, if any, an amortization event (an "Early Amortization Event with respect to all Series then outstanding Event") shall occur without any notice or other action on the part of the Trustee Trustee, any Agent, the Certificateholders or the Investor Certificateholders any other Beneficiary, immediately upon the occurrence of such event. Upon a Responsible Officer of the Trustee receiving actual notice thereof, the Trustee shall advise the Rating Agencies in writing of the occurrence of any Early Amortization Event.

Early Amortization Events. Unless modified with respect to ------------------------- any Series of Investor Certificates by the Supplement for such Seriesany related Supplement, if any one of the following events (each, an "Early Amortization Event") shall occur: (ai) a court having jurisdiction in the Bank premises shall consent enter a decree or fail to object to order for relief in respect of the appointment of a conservatorCompany in an involuntary case under the Bankruptcy Code or any applicable bankruptcy, receiver insolvency or liquidator other similar law now or hereafter in effect (the Bankruptcy Code and all other such applicable laws being collectively, "Applicable Insolvency Laws"), which decree or order is not stayed or any insolvencyother similar relief shall be granted under any applicable federal or state law now or hereafter in effect and shall not be stayed; (ii) (A) an involuntary case is commenced against the Company under any Applicable Insolvency Law now or hereafter in effect, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Bank or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority court having jurisdiction in the premises for the appointment of a conservatorreceiver, receiver liquidator, sequestrator, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or other officer having similar proceedingpowers over the Company, or for over all or a substantial part of the winding-up or liquidation property of its affairs, the Company shall have been entered, an interim receiver, trustee or other custodian of the Company for all or a substantial part of the property of the Company is involuntarily appointed, a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Company, and (B) any event referred to in clause (ii)(A) above Pooling Agreement continues for 60 days unless dismissed, bonded or discharged; (iii) the Company shall at its request have a decree or an order for relief entered against with respect to it or commence a voluntary case under any Applicable Insolvency Law, consent to the Bankentry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any Applicable Insolvency Law, consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or (iv) the Bank shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage making by the Company of any applicable insolvency or reorganization statute, make an general assignment for the benefit of its creditors creditors; or voluntarily suspend payment (v) the Board of its obligationsDirectors of the Company adopts any resolution or otherwise authorizes action to approve any of the foregoing; (b) the Transferor shall consent or fail to object to the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any bankruptcy proceeding, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to the Transferor or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee, conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Transferor or an action seeking any such decree or order shall have been commenced and, notwithstanding an objection by the Transferor, shall have remained undischarged or unstayed for a period of sixty (60) days; Trust or the Transferor shall admit in writing its inability to pay its debts generally as they become due, file or 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 or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (b) or in clause (a) above, an "Insolvency Event"); ---------------- (c) the Bank shall become unable for any reason to sell Receivables to the Transferor in accordance with the provisions of the Receivables Purchase Agreement; (d) the Transferor shall become unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement; or (e) the Trust Company shall become an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act; (c) the Trust shall receive a written notice from the Internal Revenue Service taking the position that the Trust should be characterized for United States federal income tax purposes as a ")publicly traded partnership" or as an association taxable as a corporation and counsel to the Company cannot provide an opinion that such claim is without merit; -------- then, an Early Amortization Event with respect to all Series then outstanding shall occur without any notice or other action on the part of the Trustee or the Investor Certificateholders immediately upon the occurrence of such event. Upon a Responsible Officer of the Trustee receiving actual notice thereof, or (d) the Trustee shall advise be appointed Successor Servicer pursuant to the Rating Agencies in writing of the occurrence of any Early Amortization Event.Servicing Agreement;