IF THERE ARE NO CLASS H NOTES OUTSTANDING, A
DEFAULT IN THE PAYMENT OF PRINCIPAL (OR THE RELATED REDEMPTION PRICE, IF
APPLICABLE) OF ANY CLASS J NOTE (INCLUDING CLASS J CAPITALIZED INTEREST) WHEN
THE SAME BECOMES DUE AND PAYABLE, OR IF THERE ARE NO CLASS J NOTES OUTSTANDING,
A DEFAULT IN THE PAYMENT OF PRINCIPAL (OR THE RELATED REDEMPTION PRINCE, IF
APPLICABLE) OF ANY CLASS K NOTE (INCLUDING CLASS K CAPITALIZED INTEREST) WHEN
THE SAME BECOMES DUE AND PAYABLE AT ITS STATED MATURITY OR ANY REDEMPTION DATE
(OR IN THE CASE OF A DEFAULT IN PAYMENT DUE TO ANY ADMINISTRATIVE ERROR OR
OMISSION BY THE TRUSTEE OR THE PAYING AGENT, SUCH DEFAULT CONTINUES FOR A PERIOD
OF FIVE BUSINESS DAYS);
(C)
THE FAILURE ON ANY PAYMENT DATE TO DISBURSE AMOUNTS AVAILABLE IN THE
PAYMENT ACCOUNT IN ACCORDANCE WITH THE PRIORITY OF PAYMENTS SET FORTH UNDER
SECTION 11.1(A) (OTHER THAN A DEFAULT IN PAYMENT DESCRIBED IN CLAUSE (A) OR (B)
ABOVE), WHICH FAILURE CONTINUES
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FOR A PERIOD OF THREE BUSINESS DAYS OR, IN THE CASE OF A FAILURE TO DISBURSE
SUCH AMOUNTS DUE TO AN ADMINISTRATIVE ERROR OR OMISSION BY THE TRUSTEE OR PAYING
AGENT, WHICH FAILURE CONTINUES FOR FIVE BUSINESS DAYS;
(D)
EITHER THE ISSUER, THE CO-ISSUER OR THE POOL OF ASSETS BECOMES AN
INVESTMENT COMPANY REQUIRED TO BE REGISTERED UNDER THE INVESTMENT COMPANY ACT;
(E)
A DEFAULT IN THE PERFORMANCE, OR BREACH, OF ANY OTHER COVENANT OR OTHER
AGREEMENT (OTHER THAN THE COVENANT TO MEET OR IMPROVE THE COLLATERAL QUALITY
TESTS OR THE COVERAGE TESTS) OF THE ISSUER OR THE CO-ISSUER HEREUNDER OR ANY
REPRESENTATION OR WARRANTY OF THE ISSUER OR THE CO-ISSUER HEREUNDER OR IN ANY
CERTIFICATE OR OTHER WRITING DELIVERED PURSUANT HERETO OR IN CONNECTION HEREWITH
PROVES TO BE INCORRECT IN ANY MATERIAL RESPECT WHEN MADE, AND THE CONTINUATION
OF SUCH DEFAULT OR BREACH FOR A PERIOD OF 30 DAYS (OR, IF SUCH DEFAULT, BREACH
OR FAILURE HAS AN ADVERSE EFFECT ON THE VALIDITY, PERFECTION OR PRIORITY OF THE
SECURITY INTEREST GRANTED HEREUNDER, 15 DAYS) AFTER EITHER THE ISSUER, THE
CO-ISSUER OR THE COLLATERAL MANAGER HAS ACTUAL KNOWLEDGE THEREOF OR AFTER NOTICE
THEREOF TO THE ISSUER, THE CO-ISSUER AND THE COLLATERAL MANAGER BY THE TRUSTEE
OR TO THE ISSUER, THE CO-ISSUER, THE COLLATERAL MANAGER AND THE TRUSTEE BY
HOLDERS OF AT LEAST 25% OF THE AGGREGATE OUTSTANDING AMOUNT OF THE CONTROLLING
CLASS; PROVIDED THAT A DEFAULT IN THE PERFORMANCE BY THE ISSUER OF THE
OBLIGATIONS IMPOSED ON IT BY THIS INDENTURE IN CONNECTION WITH THE ENTRY INTO A
REPLACEMENT HEDGE AGREEMENT UPON THE EARLY TERMINATION OF A HEDGE AGREEMENT
SHALL NOT BE AN EVENT OF DEFAULT IF THE RATING AGENCY CONDITION HAS BEEN
SATISFIED;
(F)
THE ENTRY OF A DECREE OR ORDER BY A COURT HAVING COMPETENT
JURISDICTION ADJUDGING THE ISSUER OR THE CO-ISSUER AS BANKRUPT OR INSOLVENT, OR
APPROVING AS PROPERLY FILED A PETITION SEEKING REORGANIZATION, ARRANGEMENT,
ADJUSTMENT OR COMPOSITION OF OR IN RESPECT OF THE ISSUER OR THE CO-ISSUER UNDER
THE BANKRUPTCY CODE