AND NOT RESCINDED PURSUANT TO SECTION 5.2(C), ELECT TO PREPAY ALL OR ANY
PORTION OF THE CLASS A NOTES, PLUS ACCRUED BUT UNPAID INTEREST THEREON TO THE
DATE OF PAYMENT AND (II) TERMINATE FISC AS THE SERVICER UNDER THE SERVICING
AGREEMENT; PROVIDED, HOWEVER, THAT THE INSURER SHALL FULFILL ITS OBLIGATIONS
UNDER THE POLICY.
SECTION 5.3.
COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE.
(A)
IF (I) DEFAULT IS MADE IN THE PAYMENT OF ANY INTEREST ON ANY CLASS
A NOTE WHEN THE SAME BECOMES DUE AND PAYABLE, AND SUCH DEFAULT CONTINUES FOR A
PERIOD OF FIVE (5) BUSINESS DAYS, OR (II) DEFAULT IS MADE IN THE PAYMENT OF THE
PRINCIPAL OF ANY CLASS A NOTE WHEN THE SAME BECOMES DUE AND PAYABLE, THE ISSUER
SHALL PAY TO THE INDENTURE TRUSTEE, FOR THE BENEFIT OF THE APPLICABLE
NOTEHOLDERS, THE AMOUNT THEN DUE AND PAYABLE ON THE NOTES FOR PRINCIPAL AND, IF
APPLICABLE, INTEREST, WITH INTEREST UPON THE OVERDUE PRINCIPAL AT THE NOTE RATE
AND, TO THE EXTENT PAYMENT AT SUCH RATE OF INTEREST SHALL BE LEGALLY
ENFORCEABLE, UPON OVERDUE INSTALLMENTS OF INTEREST AT THE NOTE RATE AND IN
ADDITION THERETO SUCH FURTHER AMOUNT AS SHALL BE SUFFICIENT TO COVER THE COSTS
AND EXPENSES OF COLLECTION, INCLUDING THE REASONABLE COMPENSATION, EXPENSES,
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DISBURSEMENTS AND ADVANCES OF THE INDENTURE TRUSTEE AND ITS AGENTS AND COUNSEL
AND OTHER AMOUNTS DUE AND OWING TO THE INDENTURE TRUSTEE PURSUANT TO SECTION
6.7.
(B)
IF THE ISSUER SHALL FAIL FORTHWITH TO PAY SUCH AMOUNTS UPON SUCH
DEMAND, THE INDENTURE TRUSTEE, IN ITS OWN NAME AND AS TRUSTEE OF AN EXPRESS
TRUST, MAY WITH THE WRITTEN CONSENT OF THE INSURER (PROVIDED THAT NO INSURER
DEFAULT SHALL BE OCCURRED AND BE CONTINUING), AND SHALL, AT THE DIRECTION OF THE
INSURER (PROVIDED THAT NO INSURER DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING), INSTITUTE A PROCEEDING FOR THE COLLECTION OF THE SUMS SO DUE AND
UNPAID, AND MAY PROSECUTE SUCH PROCEEDING TO JUDGMENT OR FINAL DECREE, AND MAY
ENFORCE THE SAME AGAINST THE ISSUER OR ANY OTHER OBLIGOR UPON THE NOTES AND
COLLECT IN THE MANNER PROVIDED BY LAW OUT OF THE PROPERTY OF THE ISSUER OR SUCH
OTHER OBLIGOR, WHEREVER SITUATED, THE MONIES ADJUDGED OR DECREED TO BE PAYABLE.
(C)
IF AN EVENT OF DEFAULT OCCURS AND IS CONTINUING, THE INDENTURE
TRUSTEE MAY, AS MORE PARTICULARLY PROVIDED IN SECTION 5.4, IN ITS DISCRETION,
PROCEED TO PROTECT AND ENFORCE ITS RIGHTS AND THE RIGHTS OF THE NOTEHOLDERS AND
THE INSURER BY SUCH APPROPRIATE PROCEEDINGS AS THE INDENTURE TRUSTEE SHALL DEEM
MOST EFFECTIVE TO PROTECT AND ENFORCE SUCH RIGHTS, WHETHER FOR THE SPECIFIC
ENFORCEMENT OF ANY COVENANT OR AGREEMENT IN THIS INDENTURE OR IN AID OF THE
EXERCISE OF ANY POWER GRANTED HEREIN OR TO ENFORCE ANY OTHER PROPER REMEDY OR
LEGAL OR EQUITABLE RIGHT VESTED IN THE INDENTURE TRUSTEE BY THIS INDENTURE OR BY
LAW.
(D)
IF THERE SHALL BE PENDING, RELATIVE TO THE ISSUER OR ANY OTHER
OBLIGOR UPON THE NOTES OR ANY PERSON HAVING OR CLAIMING