WILL BE RATED NOT LESS THAN BBB AND BAA2 (IT BEING UNDERSTOOD,
HOWEVER, THAT, IN THE EVENT THE INSURER RECEIVES NOTIFICATION FROM A RATING
AGENCY THAT THE TRANSACTIONS EVIDENCED HEREBY ARE RATED BBB OR BAA2 OR BETTER,
THIS CLAUSE (M) SHALL NOT BE APPLICABLE WITH RESPECT TO ANY SUBSEQUENT
NOTIFICATION OF A DOWNGRADE THE INSURER MAY RECEIVE FROM SUCH RATING AGENCY.
SECTION 7.02.
REMEDIES.
DURING THE EXISTENCE OF A WIND-DOWN EVENT, THE
COLLATERAL AGENT ON BEHALF OF THE PURCHASERS MAY, BY WRITTEN NOTICE TO THE
SELLER, TAKE ANY OR ALL OF THE FOLLOWING ACTIONS, AT THE SAME OR DIFFERENT
TIMES:
(I) WITH THE CONSENT OF THE INSURER AND EACH MANAGING AGENT, (A) DECLARE
THE TERMINATION DATE TO HAVE OCCURRED; (B) DECLARE THE OBLIGATIONS TO BE
IMMEDIATELY DUE AND PAYABLE; AND (C) EXERCISE ANY RIGHTS AND REMEDIES OF A
SECURED PARTY UNDER ARTICLE 9 OF THE UCC, WHICH RIGHTS AND REMEDIES SHALL BE
CUMULATIVE TO THOSE PROVIDED FOR UNDER THIS RECEIVABLES PURCHASE AGREEMENT AND
THE OTHER FACILITY DOCUMENTS; AND (II) PURSUE ANY OTHER REMEDY UNDER THIS
RECEIVABLES PURCHASE AGREEMENT AND THE OTHER FACILITY DOCUMENTS PROVIDED,
HOWEVER, THAT IN THE CASE OF ANY EVENT DESCRIBED IN CLAUSE (I) OF
SUBSECTION 7.01(G) ABOVE, THEN, AUTOMATICALLY UPON THE OCCURRENCE OF SUCH EVENT
WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH
ARE HEREBY EXPRESSLY WAIVED BY THE SELLER, ANYTHING CONTAINED HEREIN TO THE
CONTRARY NOTWITHSTANDING, THE TERMINATION DATE SHALL BE DEEMED TO HAVE OCCURRED
AUTOMATICALLY AND ANY OBLIGATIONS OWED HEREUNDER SHALL BE IMMEDIATELY DUE AND
PAYABLE.
THE RIGHTS AND REMEDIES OF A SECURED PARTY WHICH MAY BE EXERCISED BY
THE COLLATERAL AGENT PURSUANT TO CLAUSE (I)(C) OF THIS SECTION 7.02 SHALL
INCLUDE, WITHOUT LIMITATION, THE RIGHT TO (Y) IDENTIFY AND ENGAGE A SUCCESSOR
SERVICER TO ACT AS SERVICER FOR THE RECEIVABLES IN THE EVENT OF A SERVICING
TERMINATION EVENT, AND (Z) WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW SOLICIT AND
ACCEPT BIDS FOR AND SELL THE PURCHASED ASSETS OR ANY PART THEREOF IN ONE OR MORE
PARCELS AT A PUBLIC OR PRIVATE SALE, AT ANY EXCHANGE, BROKER'S BOARD OR AT ANY
OF THE COLLATERAL AGENT'S OFFICES OR ELSEWHERE, FOR CASH, ON CREDIT OR FOR
FUTURE DELIVERY, AND UPON SUCH OTHER TERMS AS THE COLLATERAL AGENT MAY DEEM
COMMERCIALLY REASONABLE.
THE SELLER AGREES THAT, TO THE EXTENT NOTICE OF SALE
SHALL BE REQUIRED BY LAW, 10 BUSINESS DAYS' NOTICE TO THE SELLER OF THE TIME AND
PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY PRIVATE SALE IS TO BE MADE
SHALL CONSTITUTE REASONABLE NOTIFICATION AND THAT IT SHALL BE COMMERCIALLY
REASONABLE FOR THE COLLATERAL AGENT TO SELL THE PURCHASED ASSETS ON AN AS-IS
BASIS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND.
THE COLLATERAL AGENT
SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF PURCHASED ASSETS REGARDLESS OF NOTICE
OF SALE HAVING BEEN GIVEN AND MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME
TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH SALE MAY,
WITHOUT