TRUSTEE OR THE ISSUER AND THE INDENTURE TRUSTEE BY THE SERIES 2003-2
REQUIRED INVESTOR NOTEHOLDERS, WRITTEN NOTICE SPECIFYING SUCH DEFAULT AND
REQUIRING IT TO BE REMEDIED;
(Q)
ANY REPRESENTATION OR WARRANTY MADE BY THE ISSUER IN THE BASE INDENTURE OR
THIS INDENTURE SUPPLEMENT, OR ANY INFORMATION REQUIRED TO BE DELIVERED BY THE
ISSUER TO THE INDENTURE TRUSTEE SHALL PROVE TO HAVE BEEN INCORRECT IN ANY
MATERIAL RESPECT WHEN MADE OR WHEN DELIVERED, WHICH CONTINUES TO BE INCORRECT IN
ANY MATERIAL RESPECT FOR A PERIOD OF 45 DAYS AFTER
32
THERE SHALL HAVE BEEN GIVEN TO THE ISSUER BY THE INDENTURE TRUSTEE OR THE ISSUER
AND THE INDENTURE TRUSTEE BY THE SERIES 2003-2 REQUIRED INVESTOR NOTEHOLDERS,
WRITTEN NOTICE THEREOF;
(R)
THE INDENTURE TRUSTEE SHALL FOR ANY REASON CEASE TO HAVE A VALID AND
PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL OR ANY OF VMS, THE
ISSUER OR ANY AFFILIATE OF EITHER THEREOF SHALL SO ASSERT;
(S)
THERE SHALL HAVE BEEN FILED AGAINST CENDANT, PHH, VMS, THE ORIGINATION
TRUST, SPV OR THE ISSUER (I) A NOTICE OF FEDERAL TAX LIEN FROM THE INTERNAL
REVENUE SERVICE, (II) A NOTICE OF LIEN FROM THE PBGC UNDER SECTION 412(N) OF THE
INTERNAL REVENUE CODE OR SECTION 302(F) OF ERISA FOR A FAILURE TO MAKE A
REQUIRED INSTALLMENT OR OTHER PAYMENT TO A PLAN TO WHICH EITHER OF SUCH SECTIONS
APPLIES OR (III) A NOTICE OF ANY OTHER LIEN THE EXISTENCE OF WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
OPERATIONS OR FINANCIAL CONDITION OF SUCH PERSON, AND, IN EACH CASE, 40 DAYS
SHALL HAVE ELAPSED WITHOUT SUCH NOTICE HAVING BEEN EFFECTIVELY WITHDRAWN OR SUCH
LIEN HAVING BEEN RELEASED OR DISCHARGED;
(T)
ONE OR MORE JUDGMENTS OR DECREES SHALL BE ENTERED AGAINST THE ISSUER
INVOLVING IN THE AGGREGATE A LIABILITY (NOT PAID OR FULLY COVERED BY INSURANCE)
OF $100,000 OR MORE AND SUCH JUDGMENTS OR DECREES SHALL NOT HAVE BEEN VACATED,
DISCHARGED, STAYED OR BONDED PENDING APPEAL WITHIN 30 DAYS FROM THE ENTRY
THEREOF; OR
(U)
ANY OF THE TRANSACTION DOCUMENTS SHALL CEASE, FOR ANY REASON, TO BE IN FULL
FORCE AND EFFECT, OTHER THAN IN ACCORDANCE WITH ITS TERMS;
then, in the case of any event described in clause (p) through (u) above, an
Amortization Event will be deemed to have occurred with respect to the Series
2003-2 Investor Notes only, if after the applicable grace period, either the
Indenture Trustee or Series 2003-2 Investor Noteholders holding a Majority in
Interest of the Series 2003-2 Investor Notes, declare that an Amortization Event
has occurred with respect to the Series 2003-2 Investor Notes.
In the case of
any event described in clauses (a) through (o) above, an Amortization Event with
respect to the Series 2003-2 Investor Notes will be deemed to have occurred
without notice or other action on the part of the Indenture Trustee or the
Series 2003-2 Investor Noteholders.
ARTICLE IV
OPTIONAL PREPAYMENT
The Issuer shall have the option to prepay the Series 2003-2 Investor Notes