Common use of Optional Purchase of All Contracts Clause in Contracts

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Balance is less than 5% of the Cut-Off Date Aggregate Scheduled Balance, the Seller shall have the option to purchase the remaining Contracts from the Trust. Notice of the exercise of such option shall be given by the Seller to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such Distribution Date. To exercise such option, the Seller shall pay to the Indenture Trustee for the benefit of the Securityholders, by deposit in the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereon. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx the time of exercising the option pursuant to this Section, then the Master Servicer or the Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'x, xx Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which (i) the Outstanding Amount of the Securities is less than 5% of the Outstanding Amount of the Securities on the Closing Date and (ii) the Aggregate Scheduled Balance is less than 510% of the Cut-Off Date Aggregate Scheduled Balance, the Seller shall have the option to purchase the remaining Contracts from the Trust. Notice of the exercise of such option shall be given by the Seller to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such Distribution Date. To exercise such option, the Seller shall pay to the Indenture Trustee for the benefit of the Securityholders, by deposit in the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereon. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx the time of exercising the option pursuant to this Section, then the Master Servicer or the Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'xMoody's, xx an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Balance is less than 5% of the Cut-Off Date Aggregate Scheduled Balance, the Seller shall have the option to purchase the remaining Contracts from the Trust. Notice of the exercise of such option shall be given by the Seller to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such Distribution Date. To exercise such option, the Seller shall pay to the Indenture Trustee for the benefit of the Securityholders, by deposit in the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereon. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx Moody's at the time of exercising the option pursuant to this Section, then the Master Servicer or the Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'xMoody's, xx an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which (i) the Outstanding Amount of the Securities is less than 5% of the Outstanding Amount of the Securities on the Closing Date and (ii) the Aggregate Scheduled Balance is less than 510% of the Cut-Off Date Aggregate Scheduled Balance, the Seller shall have the option to purchase the remaining Contracts from the Trust. Notice of the exercise of such option shall be given by the Seller to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such Distribution Date. To exercise such option, the Seller shall pay to the Indenture Trustee for the benefit of the Securityholders, by deposit in the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereon. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx the time of exercising the option pursuant to this Section, then the Master Servicer or the Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'x, xx Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Balance is less than 510% of the Cut-Off Date Aggregate Scheduled Balance, the Seller shall have the option to purchase the remaining Contracts from the Trust. Notice of the exercise of such option shall be given by the Seller to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such Distribution Date. To exercise such option, the Seller shall pay to the Indenture Trustee for the benefit of the Securityholders, by deposit in the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the aggregate Certificate Balance Percentage Interest and all accrued but unpaid interest (including any overdue interest) thereonthereon that has accrued through the related Interest Period. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx Moody's at the time of exercising the option pursuant to this Section, then the Master Servicer or the Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'xMoody's, xx an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.

Optional Purchase of All Contracts. (a) On each any Distribution Date, following any Record Date as of which the Aggregate Scheduled Pool Balance is 10% or less than 5% of the Cut-Off Date Aggregate Scheduled Initial Pool Balance, the Seller CITSF shall have the option to purchase the remaining Contracts from (including the Trust. Notice of Defaulted Contracts), any Financed Vehicles in the exercise of such option shall be given by the Seller Trust relating to Defaulted Contracts and all rights relating to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such Distribution DateContracts under all Insurance Policies. To exercise such option, CITSF shall notify the Seller Trustees and the Depository, if any, in writing, no later than the 20th day of the month preceding the month as of which such purchase is to be effected occurs; provided, however, that CITSF shall pay not effect any such purchase if the long-term unsecured obligations of its parent are rated less than Baa3 by Moody's or less than BBB by Standard & Poor's, unless the Trustees shall have received an Opinion of Counsel acceptable to it that payment of the purchase price to the Indenture Trustee for Securityholders will not constitute a voidable preference or a fraudulent transfer under the benefit United States Bankruptcy Code. CITSF shall effect such purchase by depositing, in accordance with Section 5.04, the aggregate Purchase Price of the SecurityholdersContracts (less any other amounts deposited, or to be deposited, by the Servicer in the Collection Account with respect to the Contract pursuant to Section 5.02) plus the appraised value of any other property held by the Trust and purchased by CITSF (less liquidation expenses) in the Collection Account on the Deposit Date immediately following the month in which such purchase is to be effected; provided, however, in no event shall the amount so deposited, when added to the amounts on deposit in the Collection Account on such date and available for distribution to Securityholders on the Business Day immediately preceding the related next Distribution Date, be less than the aggregate Repurchase Amount amount required to pay all accrued and unpaid interest on the Notes, the remaining principal balance of the Notes, accrued and unpaid interest on the Certificates and the Certificate Balance, after giving effect to the reimbursement of the Servicer for all Contracts that were Outstanding at unpaid Monthly Advances and the beginning Servicer Payment. The effective date of such purchase shall be the last day of the Due Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited which ends in the Collection Account pursuant month referred to in the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereon. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx the time of exercising the option pursuant to this Section, then the Master Servicer or the Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'x, xx Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyancesentence.

Optional Purchase of All Contracts. (a) On each any Distribution Date, following any Record Date as of which the Aggregate Scheduled Pool Balance is 10% or less than 5% of the Cut-Off Date Aggregate Scheduled Initial Pool Balance, the Seller CITSF shall have the option to purchase the remaining Contracts from (including the Trust. Notice of Defaulted Contracts), any Financed Vehicles in the exercise of such option shall be given by the Seller Trust relating to Defaulted Contracts and all rights relating to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such Distribution DateContracts under all Insurance Policies. To exercise such option, CITSF shall notify the Seller Trustees and the Depository, if any, in writing, no later than the 20th day of the month preceding the month as of which such purchase is to be effected occurs; provided, however, that CITSF shall pay not effect any such purchase if the long-term unsecured obligations of its parent are rated less than Baa3 by Moody's or less than BBB by Standard & Poor's, unless the Trustees shall have received an Opinion of Counsel acceptable to them that payment of the purchase price to the Indenture Trustee for Securityholders will not constitute a voidable preference or a fraudulent transfer under the benefit United States Bankruptcy Code. CITSF shall effect such purchase by depositing, in accordance with Section 5.04, the aggregate Purchase Price of the SecurityholdersContracts (less any other amounts deposited, or to be deposited, by the Servicer in the Collection Account with respect to the Contract pursuant to Section 5.02) plus the appraised value of any other property held by the Trust and purchased by CITSF (less liquidation expenses) in the Collection Account on the Deposit Date immediately following the month in which such purchase is to be effected; provided, however, in no event shall the amount so deposited, when added to the amounts on deposit in the Collection Account on such date and available for distribution to Securityholders on the Business Day immediately preceding the related next Distribution Date, be less than the aggregate Repurchase Amount amount required to pay all accrued and unpaid interest on the Notes, the remaining principal balance of the Notes, accrued and unpaid interest on the Certificates and the Certificate Balance, after giving effect to the reimbursement of the Servicer for all Contracts that were Outstanding at unpaid Monthly Advances and the beginning Servicer Payment. The effective date of such purchase shall be the last day of the Due Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited which ends in the Collection Account pursuant month referred to in the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereon. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx the time of exercising the option pursuant to this Section, then the Master Servicer or the Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'x, xx Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyancesentence.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which (i) the Aggregate Scheduled Balance Outstanding Amount of the Securities is less than 5% of the Outstanding Amount of the Securities on the Closing Date and (ii) the [Aggregate Scheduled Balance] is less than 10% of the [Cut-Off Date Aggregate Scheduled Balance], the Seller shall have the option to purchase the remaining Contracts from the Trust. Notice of the exercise of such option shall be given by the Seller to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such Distribution Date. To exercise such option, the Seller shall pay to the Indenture Trustee for the benefit of the Securityholders, by deposit in the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Collection Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Collection Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereon. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx the time of exercising the option pursuant to this Section, then the Master Servicer or the Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'x, xx Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Balance is less than 510% of the Cut-Off Date Aggregate Scheduled Balance, the Seller Sellers shall have the option to purchase the remaining Contracts from the Trust. Such option, if exercised by any Seller, shall be deemed to be exercised by such Seller on behalf of all Sellers. Notice of the exercise of such option shall be given by the a Seller to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such the related Distribution Date. To exercise such option, the each Seller shall pay to the Indenture Trustee for the benefit of the Securityholders, by deposit in the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Repurchase Amount of all Related Contracts of such Seller that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller Sellers shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the aggregate Certificate Balance Percentage Interest and all accrued but unpaid interest (including any overdue interest) thereonthereon that has accrued through the related Interest Period. In addition, if the Master Servicer or the a Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx the time of exercising the option pursuant to this Section, then the Master Servicer or the such Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'x, xx Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.

Optional Purchase of All Contracts. (a) On each any Distribution Date following the last day of a Collection Period as of which the Aggregate Scheduled Principal Balance is less than 5or equal to 10% of the Cut-Off Date Aggregate Scheduled Principal Balance, the Seller shall have the option to purchase the remaining Contracts from the TrustIssuer. Notice of the exercise of such option shall be given by the Seller to the Owner Trustee, Trustee and the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such the related Distribution Date. To exercise such option, the Seller shall pay to the Indenture Trustee for the benefit of the Securityholders, by deposit in Securityholders the Collection Account Aggregate Repurchase Amount. The Aggregate Repurchase Amount shall be paid on the Business Day immediately preceding the related Distribution DateDate by the deposit into the Collection Account of an amount equal to the Aggregate Repurchase Amount less the amount on deposit in the Collection Account available for payment of the amounts described in clauses (i) through (v) of Section 9.01(e). Upon payment of the Aggregate Repurchase Amount, the aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution Date, and Seller shall succeed to all interests in and to the TrustIssuer. Such purchase shall be deemed to have occurred on the last day of such Due Collection Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereon. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx Xxxxx'x at the time of exercising the option pursuant to this Section, then the Master Servicer or the such Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'x, xx Moody's an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate sum of the Scheduled Balance Balances of the Contracts is less than 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $__________, the Seller shall have the option to purchase the remaining Contracts from the Trust. Notice of the exercise of such option shall be given by the Seller to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such the related Distribution Date. To exercise such option, the Seller shall pay to the Indenture Trustee for the benefit of the Securityholders, by deposit in the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Repurchase Amount of all Related Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereonthereon that has accrued through the related Interest Period. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx Moody's at the time of exercising the option pursuant to this Section, then the Master Servicer or the such Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'xMoody's, xx an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.

Optional Purchase of All Contracts. (a) On each any Distribution Date on which the Pool Balance as of which the Aggregate Scheduled Balance is less than 5% last day of the Cut-Off Date Aggregate Scheduled related Due Period is 10% or less of the Initial Pool Balance, CITSF (with the Seller consent of the Insurer, if a claim has previously been made under the Policies or if such purchase would result in any amount owing and remaining unpaid under this Agreement or the Insurance Agreement to the Insurer) shall have the option to purchase the remaining Contracts from (including the Trust. Notice of defaulted Contracts), any Financed Boats in the exercise of such option shall be given by the Seller Trust relating to defaulted Contracts and all rights relating to the Owner Trustee, the Indenture Trustee and the Insurer not later than the 25th day of the month immediately preceding the month of such Distribution DateContracts under all Insurance Policies. To exercise such option, CITSF shall notify the Seller Trustees and the Depository, if any, in writing, no later than the Determination Date succeeding such Due Period; provided, however, that CITSF shall not effect any such purchase if the long-term unsecured obligations of its parent are rated less than Baa3 by Moody's or less than BBB by Standard & Poor's, unless the Trustees shall have received an Opinion of Counsel acceptable to them that payment of the purchase price to the Securityholders will not constitute a voidable preference or a fraudulent transfer under the United States Bankruptcy Code. CITSF shall effect such purchase by depositing, in accordance with Section 5.04 hereof, the aggregate Purchase Price of the Contracts (less any other amounts deposited, or to be deposited, by the Servicer in the Collection Account with respect to the Contract pursuant to Section 5.02 hereof) plus the appraised value of any other property held by the Trust and purchased by CITSF (less liquidation expenses) in the Collection Account on the Deposit Date immediately succeeding such Due Period and shall pay to the Indenture Trustee for Insurer all amounts due to the benefit of Insurer; provided, however, in no event shall the Securityholdersamount so deposited, by when added to the amounts on deposit in the Collection Account on such date and available for distribution to Securityholders on the Business Day immediately preceding the related next Distribution Date, be less than the aggregate Repurchase Amount of amount required to pay all Contracts that were Outstanding at accrued and unpaid interest on the beginning Notes, the remaining principal balance of the Due Period ending immediately prior Notes, accrued and unpaid interest on the Certificates and the Certificate Balance, after giving effect to payment of the Servicer Payment. The effective date of such Distribution Date, and shall succeed to all interests in and to the Trust. Such purchase shall be deemed to have occurred on the last day of such Due Period. Notwithstanding the foregoing, the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal amount of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest) thereon. In addition, if the Master Servicer or the Seller has outstanding senior debt and such debt is not rated "investment grade" by Moodx'x xx the time of exercising the option pursuant to this Section, then the Master Servicer or the Seller shall deliver to the Owner Trustee, the Indenture Trustee and Moodx'x, xx Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance.