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

Sale of Receivables for Accelerated Notes. (a) If the Series 2003-2 Notes have been accelerated pursuant to SECTION 7.02 of the Indenture following an Event of Default, each Holder of a Series 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: (i) the Holders of Series 2003-2 Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Series 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 2003-2 Notes; or (ii) the Majority Holders of the Series 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 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 2003-2 Notes; or (iii) (1) the Servicer determines that the funds to be allocated to the Series 2003-2 Notes, including (x) Series 2003-2 Available Interest Amount and Series 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 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 2003-2 Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 2003-2 Notes have notified the Indenture Trustee in writing 20 SERIES ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ SUPPLEMENT that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 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 2003-2 Notes, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables (or interests therein) 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, 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, 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 2003-2 Notes shall maintain their rights in their Series 2003-2 Notes until such Holders present their Series 2003-2 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 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. (a) If In the case of a Series 2003-2 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 2003-2 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 related Non-Principal Receivables, in with respect to the amount described belowNotes 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 (ia) the Holders of Series 2003-2 Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Notes of that Series 2003or Class have notified the Indenture Trustee in writing that they desire to cause the issuer to sell Principal Receivables and the related Non-2 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, or interests in Principal Receivables in and the related Non-Principal Receivables, with respect of to their Series 2003-2 Notesor Class of Notes and the net proceeds of the sale of Receivables pursuant to 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 or Class; or (iic) (1) the Majority Indenture Trustee determines that the funds to be allocated to the Notes of that Series or Class, including (A) Collections allocated to that Series or Class and (B) 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 or Class as those payments would have become due if those obligations had not been declared due and payable and (2) Holders of at least 66 2/3% of the Outstanding Dollar Principal Amount of the Notes of that Series 2003-2 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 2003-2 Notes and the net proceeds or Class of Notes. If any of the sale of Receivables pursuant to such sale (as described below) plus amounts on deposit conditions in the Principal Funding Account would be sufficient to pay all amounts due on the Series 2003-2 Notes; or (iii) (1) the Servicer determines that the funds to be allocated to the Series 2003-2 Notespreceding paragraph are met, including (x) Series 2003-2 Available Interest Amount and Series 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 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 2003-2 Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 2003-2 Notes have notified the Indenture Trustee in writing 20 SERIES ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ SUPPLEMENT that they desire to shall cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect on behalf of all Holders of the Notes of that Series or Class, whether or not they have actually given notice of their Series 2003-2 Notes. If any desire to cause a sale of the conditions as provided Receivables or interests 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 2003-2 NotesReceivables, whether or not they have actually requested that in the Issuer sell Principal Receivables and amount specified in the related Non-Principal Receivables (or interests therein) 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, 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, 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 DateIndenture Supplement. The Holders of the Series 2003-2 accelerated Notes shall maintain their rights in their Series 2003-2 Notes until such the Holders present deliver their Series 2003-2 Notes to the Issuer as required in accordance connection with SECTION 7.06 the application of the Indenture. (b) If sale proceeds to payment of the Collateral Amount is greater than zero amounts due on the Legal Final Maturity Date (after giving effect related Class or Series of Notes. If an Event of Default occurs relating to deposits and distributions otherwise the failure to be made pay principal of or interest on a Series or Class of Notes in full on the related Legal Final Maturity Date), the Issuer will shall automatically 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 Notessuch date. (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. (a) If In the case of a Series 2003-2 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 2003-2 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 related Non-Principal Receivables, in with respect to the amount described belowNotes 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: (ia) the Holders of Series 2003-2 Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Notes of that Series 2003or Class have notified the Indenture Trustee in writing that they desire to cause the issuer to sell Principal Receivables and the related Non-2 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, or interests in Principal Receivables in and the related Non-Principal Receivables, with respect of to their Series 2003-2 Notesor Class of Notes and the net proceeds of the sale of Receivables pursuant to 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 or Class; or (ii1) the Majority Servicer determines that the funds to be allocated to the Notes of that Series or Class, including (A) Collections allocated to that Series or Class and (B) 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 or Class as those payments would have become due if those obligations had not been declared due and payable and (2) Holders of at least 66 2/3% of the Outstanding Dollar Principal Amount of the Notes of that Series 2003-2 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 in respect of their Series 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 2003-2 Notes; or (iii) (1) the Servicer determines that the funds to be allocated to the Series 2003-2 NotesReceivables, including (x) Series 2003-2 Available Interest Amount and Series 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 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 2003-2 Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 2003-2 Notes have notified the Indenture Trustee in writing 20 SERIES ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ SUPPLEMENT that they desire to cause the Issuer to sell or interests Principal Receivables and the related Non-Principal Receivables in Receivables, with respect of to their Series 2003-2 or Class of 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 2003-2 Notes, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables (or interests therein) 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, 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, 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 2003-2 Notes shall maintain their rights in their Series 2003-2 Notes until such Holders present their Series 2003-2 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 behalf of all Holders of the Legal Final Maturity Date in an amount not exceeding the Series 2003-2 Security Amount and the proceeds Notes of that saleSeries or Class, but only up whether or not they have actually given notice of their desire 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 cause a sale of Receivables pursuant to this SECTION 3.15 or interests in Principal Receivables and the final related Non-Principal Receivables, in the amount specified in the related Indenture Supplement. The Holders of the accelerated Notes shall maintain their rights in their Notes until the Holders deliver their Notes to the Issuer as required in connection with the application of the sale proceeds to payment of the amounts due on the related Class or Series 2003-2 Notes pursuant to SECTION 5.03 of the Indenture, will be treated as part of the Series 2003-2 Available Interest AmountNotes.

Sale of Receivables for Accelerated Notes. (a) If the Series 2003-2 1 Notes have been accelerated pursuant to SECTION 7.02 of the Indenture following an Event of Default, each Holder of a Series 2003-2 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: (i) the Holders of Series 2003-2 1 Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Series 2003-2 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 2003-2 1 Notes; or (ii) the Majority Holders of the Series 2003-2 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 2003-2 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 2003-2 1 Notes; or (iii) (1) the Servicer determines that the funds to be allocated to the Series 2003-2 1 Notes, including (x) Series 2003-2 1 Available Interest Amount and Series 2003-2 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 2003-2 1 Notes as those payments would have become due if the obligations had not been declared due and payable and (2) Holders of Series 2003-2 1 Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 2003-2 1 Notes have notified the Indenture Trustee in writing 20 SERIES ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ SUPPLEMENT that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 2003-2 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 2003-2 1 Notes, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables (or interests therein) in an amount not exceeding the Series 2003-2 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 2003-2 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 7.06 of the Indenture, and proceeds distributable to the Series 2003-2 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 2003-2 1 Notes shall maintain their rights in their Series 2003-2 1 Notes until such Holders present their Series 2003-2 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 2003-2 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 2003-2 1 Notes. (c) Sales proceeds received with respect to the Series 2003-2 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 2003-2 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 2003-2 1 Notes pursuant to SECTION 5.03 of the Indenture, will be treated as part of the Series 2003-2 1 Available Interest Amount.

Sale of Receivables for Accelerated Notes. (ai) If the Series 2003-2 200__ - __ Notes have been accelerated pursuant to SECTION Section 7.02 of the Indenture following an Event of Default, each Holder of a Series 2003-2 200__ - __ 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: (iA) the Holders of Series 2003-2 200__ - __ Notes evidencing at least 90% of the Outstanding Dollar Principal Amount of the Series 2003-2 200__ - __ 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 2003-2 200__ - __ Notes; or (iiB) the Majority Holders of the Series 2003-2 200__ - __ 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 2003-2 200__ - __ 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 2003-2 200__ - __ Notes; or (iiiC) (1) the Servicer Indenture Trustee determines that the funds to be allocated to the Series 2003-2 200__ - __ Notes, including (x) Series 2003-2 200__ - __ Available Interest Amount and Series 2003-2 200__ - __ 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 2003-2 200__ - __ Notes as those payments would have become due if the obligations had not been declared due and payable and (2) Holders of Series 2003-2 200__ - __ Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 2003-2 200__ - __ Notes have notified the Indenture Trustee in writing 20 SERIES ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ SUPPLEMENT that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 2003-2 200__ - __ 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 (or interests therein) on behalf of Holders of all Series 2003-2 200__ - __ 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 2003-2 200 __ - __ 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 2003-2 200__ - __ 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 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 2003-2 200__ - __ Notes shall maintain their rights in their Series 2003-2 200__ - __ Notes until such Holders present their Series 2003-2 200__ - __ 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. (ai) If the a class of Series 2003-2 [____] Notes have has been accelerated pursuant to SECTION 7.02 Section 702 of the Indenture following an Event of Default, each Holder of a Series 2003-2 Note may notify the Indenture ----------- Trustee in writing 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 Principal Receivables and an amount up to the related Non-Principal Receivables, in Nominal Liquidation Amount of the amount described below. 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: (iA) the Holders of Series 2003-2 Notes evidencing at least 90% of the aggregate Outstanding Dollar Principal Amount of the accelerated class of Series 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 2003-2 Notesconsent; or (iiB) the Majority Holders of the Series 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 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 accelerated class of Series 2003-2 [____] Notes; or (iiiC) 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 Servicer Indenture Trustee determines that the funds to be allocated to the Series 2003-2 accelerated class of Notes, including (x1) Series 2003-2 [____] Available Interest Amount Funds and Series 2003-2 [____] 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 2003-2 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 2003-2 [____] Notes evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 2003-2 Notes have notified the Indenture Trustee in writing 20 SERIES ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ SUPPLEMENT that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 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 2003-2 Notes, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables (or interests therein) 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 when due interest on the Series 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 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 2003-2 Notes shall maintain their rights in their Series 2003-2 Notes until such Holders present their Series 2003-2 Notes to the Issuer in accordance with SECTION 7.06 of the Indenture.and, (b) If the Collateral Nominal Liquidation Amount with respect to any class of Series [____] Notes 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 cause the Master Trust to sell Principal Receivables and the related Non-Principal Finance Charge Receivables (or interests therein) 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 Nominal Liquidation Amount will be available to pay of the Outstanding Dollar Principal Amount affected class plus any past due interest on the Series 2003-2 Notesaffected class. (c) Sales proceeds received with respect to the a class of Series 2003-2 [____] Notes received pursuant to CLAUSE 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 Accountsub-Account for that class of Series [____] Notes, an amount up to the Collateral Adjusted Outstanding Dollar Principal 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 Accountsub-Account of that class of Series [____] Notes, 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. (a) If the Series 20032005-2 1 Notes have been accelerated pursuant to SECTION Section 7.02 of the Indenture following an Event of Default, each Holder of a Series 20032005-2 Note 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: (i) the Holders of Series 20032005-2 Notes 1 Noteholders evidencing at least 90% of the Outstanding Dollar Principal Amount 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 2005-1 Notes; (ii) the Majority Holders of the Series 20032005-2 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 20032005-2 Notes; or (ii) the Majority Holders of the Series 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 2003-2 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 20032005-2 1 Notes; or (iii) (1) the Servicer determines that the funds to be allocated to the Series 20032005-2 1 Notes, including (x) the Series 20032005-2 1 Available Interest Amount and Series 20032005-2 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 20032005-2 1 Notes as those payments would have become due if the obligations had not been declared due and payable and (2) Holders of Series 20032005-2 Notes 1 Noteholders evidencing at least 66 2/3% of the Outstanding Dollar Principal Amount of the Series 2003-2 Notes have notified the Indenture Trustee in writing 20 SERIES ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ SUPPLEMENT that they desire to cause the Issuer to sell Principal Receivables and the related Non-Principal Receivables in respect of their Series 20032005-2 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 20032005-2 Notes1 Noteholders, whether or not they have actually requested that the Issuer sell Principal Receivables and the related Non-Principal Receivables (or interests therein) in an amount not exceeding the Series 20032005-2 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 20032005-2 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 Section 7.06 of the Indenture, and proceeds distributable to the Series 20032005-2 1 Noteholders shall be distributed in the priorities set forth in SECTION Section 3.09(a) and 3.10(a), on the related Payment Date. The Holders of the Series 20032005-2 Notes 1 Noteholders shall maintain their rights in their Series 20032005-2 1 Notes until such Holders Noteholders present their Series 20032005-2 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 20032005-2 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 20032005-2 1 Notes. (c) Sales proceeds received with respect to the Series 20032005-2 1 Notes pursuant to CLAUSE 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 20032005-2 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 Section 3.14 and the final payment of the Series 20032005-2 1 Notes pursuant to SECTION Section 5.03 of the Indenture, will be treated as part of the Series 20032005-2 1 Available Interest Amount.