Common use of Optional Purchase by the Servicer Clause in Contracts

Optional Purchase by the Servicer. (a) If the Pool Balance is equal to or less than 30% of the Original Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Collateral. The Servicer may exercise its option to purchase the Collateral by (a) notifying the Indenture Trustee and the Owner Trustee at least ten (10) days before the Payment Date related to such Collection Period, and (b) remitting to the Collection Account the purchase price for the Collateral equal to the aggregate principal balance of the Pool Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date related to such Collection Period; provided, that, the Servicer may net such purchase price of the Collateral against any amounts owing to the Servicer under the Transaction Documents. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Collateral unless the sum of (a) such purchase price, (b) the Collections on deposit in the Collection Account for such Collection Period, and (c) any amount paid by the Depositor or the Servicer with respect to Pool Receivables repurchased relating to such Collection Period is greater than or equal to the sum of (a) the Class A Note Balance, and all accrued but unpaid interest thereon, (b) all amounts due to the Indenture Trustee under the Indenture or the Owner Trustee under the Trust Agreement and (c) any other sums secured by the Indenture. (b) On the Payment Date on which the optional purchase is exercised pursuant to clause (a) above, and following the payment of all amounts due under the Indenture on such Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Collateral, including the Pool Receivables and all security and documents relating to such Pool Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Pool Receivables free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its computer records indicating that any Receivables purchased pursuant to Section 3.4(a) are no longer Pool Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Pool Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Optional Purchase by the Servicer. (a) If So long as no event has occurred and is continuing which constitutes a Termination Event or a Potential Termination Event, the Servicer may, at its option, purchase all (but not less than all) Pooled Receivables and any related True Lease Equipment on any Settlement Date on which the Pool Balance is equal to or less than 3011% of the Original Pool Balance on Aggregate Net Investment measured immediately after giving effect to the last day Transfer at a price (the "Servicer Repurchase ------------------- Price") equal to the greater of any Collection Period, the Servicer has the option to purchase the Collateral. The Servicer may exercise its option to purchase the Collateral by (a) notifying the Indenture Trustee and the Owner Trustee at least ten (10) days before the Payment Date related to such Collection Period, and (b) remitting to the Collection Account the purchase price for the Collateral equal to the aggregate principal balance of the Pool Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date related to such Collection Period; provided, that, the Servicer may net such purchase price of the Collateral against any amounts owing to the Servicer under the Transaction Documents. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Collateral unless the sum of (a) such purchase price, (bi) the Aggregate Net Investment ----- on such Settlement Date plus (ii) all amounts payable out of Collections on such Settlement Date pursuant to Section 8.2(c) or (d) (net of all Collections on -------------- --- deposit in the Collection Account for available to pay such Collection Period, amounts on such Settlement Date) and (cb) any amount paid by the Depositor or Pool Balance on such Settlement Date. The Servicer shall give the Administrative Agent written notice of its intention to purchase all of the Pooled Receivables not later than the tenth Business Day preceding the Settlement Date on which such purchase is to occur. The Servicer shall remit the Servicer with respect to Pool Receivables repurchased relating to such Collection Period is greater than or equal Repurchase Price to the sum Collection Account on the date on which such purchase is to occur. On the date of (a) the Class A Note BalanceServicer's purchase of the Pooled Receivables pursuant to this Section 2.6, the Administrative Agent shall ----------- deliver to the Servicer a Servicer Purchase Assignment pursuant to which it shall sell and assign to the Servicer all of its right, title and interest in, to and under the Pooled Receivables and any related True Lease Equipment, including all documents constituting chattel paper included therewith, and all accrued but unpaid interest thereon, (b) all amounts moneys due to the Indenture Trustee under the Indenture or the Owner Trustee under the Trust Agreement and (c) any other sums secured by the Indenture. (b) On the Payment Date on which the optional purchase is exercised pursuant to clause (a) above, and following the payment of all amounts due under the Indenture on such Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of thereon after the last day of the preceding Collection Period all preceding the date of such purchase and the Issuer’s right, title and interest in and to the Collateral, including the Pool Receivables and all security and documents relating to such Pool Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Pool Receivables free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will xxxx its computer records indicating that any Receivables purchased pursuant to Section 3.4(a) are no longer Pool Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Pool Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRelated Security.

Optional Purchase by the Servicer. At any time from and after the time that, (a) If the Pool Daily Trust Balance is less than or equal to or less than 3010% of an amount equal to the Original Pool highest sum, on any date since the Closing Date, of the Daily Trust Balance plus the Cash Collateral Amount plus the total of amounts on deposit in the Cash Accumulation Accounts and funds on deposit in the Distribution Accounts in respect of principal (all such amounts being calculated as of the close of business on such day), and (b) either (i) there are no Term Notes then outstanding or (ii) the Wind Down Period is then in effect, the Servicer shall have the option to purchase, as of the last day of any Collection Period, the Servicer has assets of the option to purchase Trust other than the Collateral. The Servicer may exercise its option to purchase the Collateral by (a) notifying the Indenture Trustee Designated Accounts and the Owner Trustee at least ten (10) days before the Payment Date related Certificate Distribution Account. To exercise such option, with respect to such any Collection Period, and (b) remitting to the Servicer shall deposit in the Collection Account the purchase price for the Collateral an amount equal to the aggregate principal balance of Administrative Purchase Payments for the Pool Receivables as of (including Defaulted Receivables) held by the Trust on the last day of such Collection Period in immediately available funds Period, plus the appraised value of any such other property held by 10:00 a.m. the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee (New York City time) such amount will not be less than the outstanding principal balance and unpaid interest on the Business Day preceding the Payment Date related to such Collection Period; provided, thatall Securities. Thereupon, the Servicer may net such purchase price of the Collateral against any amounts owing shall succeed to the Servicer under the Transaction Documents. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Collateral unless the sum of (a) such purchase price, (b) the Collections on deposit in the Collection Account for such Collection Period, and (c) any amount paid by the Depositor or the Servicer with respect to Pool Receivables repurchased relating to such Collection Period is greater than or equal to the sum of (a) the Class A Note Balance, and all accrued but unpaid interest thereon, (b) all amounts due to the Indenture Trustee under the Indenture or the Owner Trustee under the Trust Agreement and (c) any other sums secured by the Indenture. (b) On the Payment Date on which the optional purchase is exercised pursuant to clause (a) above, and following the payment of all amounts due under the Indenture on such Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s right, title and interest interests in and to the Collateral, including assets of the Pool Receivables and all security and documents relating to such Pool Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Pool Receivables free and clear of any Liens Trust (other than Permitted Liensthe Designated Accounts and the Certificate Distribution Account) and the Trust shall assign all such interest to the Servicer. Upon The amount so paid to the Trust shall be treated as Trust Principal Collections received during such sale, Collection Period to the Servicer will xxxx its computer records indicating that any Receivables purchased pursuant to Section 3.4(a) are no longer Pool Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership extent of the purchased Pool Receivables free from any Lien principal portion of the Issuer or aggregate Administrative Purchase Payment so paid, with the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, remainder being treated as applicable, will execute Trust Interest Collections received during such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferCollection Period.

Optional Purchase by the Servicer. At any time from and after the time that, (a) If the Pool Daily Trust Balance is less than or equal to or less than 30% [10]% of an amount equal to the highest sum, on any date since the Closing Date, of the Original Pool Daily Trust Balance plus the Cash Collateral Amount plus the total of amounts on deposit in the Cash Accumulation Accounts and funds on deposit in the Distribution Accounts in respect of principal (all such amounts being calculated as of the close of business on such day), and (b) either (i) there are no Term Notes then outstanding or (ii) the Wind Down Period is then in effect, the Servicer shall have the option to purchase, as of the last day of any Collection Period, the Servicer has assets of the option to purchase Trust other than the Collateral. The Servicer may exercise its option to purchase the Collateral by (a) notifying the Indenture Trustee Designated Accounts and the Owner Trustee at least ten (10) days before the Payment Date related Certificate Distribution Account. To exercise such option, with respect to such any Collection Period, and (b) remitting to the Servicer shall deposit in the Collection Account the purchase price for the Collateral an amount equal to the aggregate principal balance of Administrative Purchase Payments for the Pool Receivables as of (including Defaulted Receivables) held by the Trust on the last day of such Collection Period in immediately available funds Period, plus the appraised value of any such other property held by 10:00 a.m. the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee (New York City time) such amount will not be less than the outstanding principal balance and unpaid interest on the Business Day preceding the Payment Date related to such Collection Period; provided, thatall Securities. Thereupon, the Servicer may net such purchase price of the Collateral against any amounts owing shall succeed to the Servicer under the Transaction Documents. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Collateral unless the sum of (a) such purchase price, (b) the Collections on deposit in the Collection Account for such Collection Period, and (c) any amount paid by the Depositor or the Servicer with respect to Pool Receivables repurchased relating to such Collection Period is greater than or equal to the sum of (a) the Class A Note Balance, and all accrued but unpaid interest thereon, (b) all amounts due to the Indenture Trustee under the Indenture or the Owner Trustee under the Trust Agreement and (c) any other sums secured by the Indenture. (b) On the Payment Date on which the optional purchase is exercised pursuant to clause (a) above, and following the payment of all amounts due under the Indenture on such Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s right, title and interest interests in and to the Collateral, including assets of the Pool Receivables and all security and documents relating to such Pool Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Pool Receivables free and clear of any Liens Trust (other than Permitted Liensthe Designated Accounts and the Certificate Distribution Account) and the Trust shall assign all such interest to the Servicer. Upon The amount so paid to the Trust shall be treated as Trust Principal Collections received during such sale, Collection Period to the Servicer will xxxx its computer records indicating that any Receivables purchased pursuant to Section 3.4(a) are no longer Pool Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership extent of the purchased Pool Receivables free from any Lien principal portion of the Issuer or aggregate Administrative Purchase Payment so paid, with the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, remainder being treated as applicable, will execute Trust Interest Collections received during such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferCollection Period.