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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $ , 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 Moody's at the time of exercising the option pursuant to this Section, then xxxx 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 purchxxx xx not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 5.02(b) of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.the

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Balance sum of the Principal 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 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 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. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and distribute funds on deposit in the Spread Collection Account pursuant to Sections 5.05 and 5.06(including Insolvency Proceeds) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (iaccordance with Section 2.07(c) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $150,000,000, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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'xMoody's, xx an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Trustee and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $160,000,000, if any, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Trustee and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $150,000,000, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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'xMoody's, xx an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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, 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 less than the amount required 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 pay all accrued but and 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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed remaining principal balance of the Notes, accrued and unpaid interest on the Certificates and the Certificate Balance, after giving effect to the rights reimbursement of the Noteholders hereunder Servicer for all unpaid Monthly Advances and the Owner Trustee will succeed Servicer Payment. The effective date of such purchase shall be the last day of the Due Period which ends in the month referred to in the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreementpreceding sentence.

Optional Purchase of All Contracts. (a) On each any Distribution Date following the last day of a Due Period as of which the Aggregate Scheduled Principal Balance is less than 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $165,000,000, 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, 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 Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 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'xXxxxx'x, xx an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.02(b) or Section 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds) and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Insurer, the Swap Counterparty and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement. (e) On a Distribution Date on which an optional purchase pursuant to Section 9.01(a) of all remaining Contracts of the Issuer occur, the Master Servicer shall instruct the Indenture Trustee to make the following distributions of the Aggregate Repurchase Amount and any Net Collections on deposit in the Collection Account in the following priorities: (i) to the Master Servicer, any accrued and unpaid Servicing Fees with respect to one or more prior Due Periods; (ii) to the Swap Counterparty, any accrued and unpaid Net Swap Payments with respect to one or more prior Due Periods; (iii) to the Owner Trustee and Indenture Trustee, any accrued and unpaid fees and expenses; (iv) to the Note Distribution Account, the Redemption Price for full payment of outstanding principal and accrued interest on the Notes; (v) to the Swap Counterparty, any Swap Termination Payment owed to it by the Trust and not paid to it pursuant to clause (ii) above; (vi) to the Insurer, to the extent of any Unreimbursed Insurer Amounts; (vii) to WFSRC2 until WFSRC2 has received full repayment of the Spread Account Initial Deposit; and (viii) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Trust Agreement as determined by the Master Servicer.

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 5% or equal to $120,000,000 plus ten percent (10%) of the aggregate Principal Balance of Subsequent Contracts acquired during the Pre-Funding Period as of the related Subsequent Cut-Off off Date Aggregate Scheduled Balanceor Dates, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 Moody's at the time of exercising the option pursuant to this Section, then xxxx 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 purchaxx xx xot a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Trustee and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Contracts. Satisfaction and ---------------------------------------------------- Discharge of the Indenture. -------------------------- (a) On each any Distribution Date as of which the Aggregate Scheduled Pool Balance is 10% or less than 5% of the Cut-Off Date Aggregate Scheduled Original Pool Balance, the Seller Servicer shall have the option to purchase the remaining Contracts from the TrustTrust (such purchase an "Optional -------- Purchase"). Notice of the exercise of such option shall be given by the Seller Servicer -------- to the Owner TrusteeIssuer, the Indenture Trustee and the Insurer not later than the 25th 10th day prior to the specified Distribution Date and not earlier than the 15th day of the month immediately preceding prior to the month of such the specified Distribution Date. To exercise such option, the Seller Servicer shall pay to the Indenture Trustee for the benefit of the SecurityholdersNoteholders and the Insurer, by deposit in the Collection Account on the Business Day immediately preceding the related Distribution Servicer Report Date, the greater of (i) the sum of (x) the Pool Balance on the date of repurchase, plus (y) any ---- accrued and unpaid interest on the Contracts and (ii) the sum of (x) the aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning unpaid principal amount of the Due Period ending immediately prior Notes, plus (y) any accrued and unpaid ---- interest thereon to such Distribution Date, and shall succeed to Date plus (z) all interests in and amounts due to the Trust---- Servicer, the Insurer, the Indenture Trustee and the Owner Trustee under the Basic Documents. Such purchase shall be deemed to have occurred on the last day of such Due the related Collection Period. Notwithstanding the foregoing, the Seller shall not Any Outstanding Notes will 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 redeemed concurrently with 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 conveyanceOptional Purchase. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). (c) As described in Article Nine of the Trust Agreement, notice Notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. Such notice shall conform to the notice described in Section 9.01(c) of the Owner Trust Agreement. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the NotesNotes and all amounts owed to the Insurer and return of the Insurance Policy to the Insurer for cancellation, the Certificateholders Residual Interest Certificateholder will succeed to the rights of the Noteholders hereunder hereunder, and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Balance sum of the Principal 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 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 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. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits distribute (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from funds on deposit in the Collection Account (including Insolvency Proceeds Proceeds) and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (iaccordance with Section 2.07(c) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $135,000,000, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 Moody's at the time of exercising the option pursuant to this Section, then xxxx 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 purchxxx xx not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Balance sum of the Principal Balances of the Contracts is less than 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $125,000,000, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 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. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and distribute funds on deposit in the Spread Collection Account pursuant to Sections 5.05 and 5.06(including Insolvency Proceeds) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (iaccordance with Section 2.07(c) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Balance sum of the Principal Balances of the Contracts is less than 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $175,000,000, 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, 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 Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 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 xxxx 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 purchxxx xx not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.02(b) of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution AccountInsurer, to the extent of any portion Unreimbursed Insurer Amounts; (iv) to WFSRC until WFSRC has received full repayment of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Spread Account on such Distribution DateInitial Deposit; and (ivv) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Certificate Balance (after giving effect to Trust Agreement as determined by the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Master Servicer. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement. (e) On a Distribution Date on which an optional purchase pursuant to Section 9.01(a) or an Optional Repurchase of all remaining Contracts in the Issuer occur, the Master Servicer shall instruct the Indenture Trustee to make the following distributions of the Optional Repurchase Payment or the Aggregate Repurchase Amount, as the case may be, and any Net Collections on deposit in the Collection Account in the following priorities: (i) to the Master Servicer, any accrued and unpaid Servicing Fees with respect to one or more prior Due Periods; (ii) to the Owner Trustee and Indenture Trustee, any accrued and unpaid fees and expenses; (iii) to the Note Distribution Account, the Redemption Price for full payment of outstanding principal and accrued interest on the Notes; (iv) in the case of an Optional Repurchase, to the Note Distribution Account, the Repurchase Premium for pro rata distribution to the Noteholders based on the principal balance of each Noteholder reduced by the Note Principal Distributable Amount calculated for the Due Period preceding the date of the Optional Repurchase; (v) to the Insurer, to the extent of any Unreimbursed Insurer Amounts; (vi) to WFSRC until WFSRC has received full repayment of the Spread Account Initial Deposit; and (vii) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Trust Agreement as determined by the Master Servicer.

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, 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 less than the amount required 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 pay all accrued but and 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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed remaining principal balance of the Notes, accrued and unpaid interest on the Certificates and the Certificate Balance, after giving effect to the rights reimbursement of the Noteholders hereunder Servicer for all unpaid Monthly Advances and the Owner Trustee will succeed Servicer Payment. The effective date of such purchase shall be the last day of the Due Period which ends in the month referred to in the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreementpreceding sentence.

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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 5.02(b) of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution AccountInsurer, to the extent of any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; andUnreimbursed Insurer Amounts; (iv) to the Seller until the Seller has received an aggregate amount equal to the Spread Account Initial Deposit; (v) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Certificate Balance (after giving effect to Trust Agreement as determined by the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Master Servicer. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 5.02(b) of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates);; and (iii) to the Certificate Distribution Account, any portion for distribution in accordance with Section 5.02 of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Trust Agreement. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $142,500,000, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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'xMoody's, xx an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Principal Balance is less than 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $135,000,000, 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, 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 Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 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 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. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.02(b) or Section 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on distribute such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (iaccordance with Section 5.06(a) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Insurer, the Swap Counterparty and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement. (e) On a Distribution Date on which an optional purchase pursuant to Section 9.01(a) of all remaining Contracts in the Issuer occur, the Master Servicer shall instruct the Indenture Trustee to make the following distributions of the Aggregate Repurchase Amount and any Net Collections on deposit in the Collection Account in the following priorities: (i) to the Master Servicer, any accrued and unpaid Servicing Fees with respect to one or more prior Due Periods; (ii) to the Swap Counterparty, any accrued and unpaid Net Swap Payments with respect to one or more prior Due Periods; (iii) to the Owner Trustee and Indenture Trustee, any accrued and unpaid fees and expenses; (iv) to the Note Distribution Account, the Redemption Price for full payment of outstanding principal and accrued interest on the Notes; (v) to the Swap Counterparty, any Swap Termination Payment owed to it by the Trust and not paid to it pursuant to clause (ii) above; (vi) to the Insurer, to the extent of any Unreimbursed Insurer Amounts; (vii) to WFSRC until WFSRC has received full repayment of the Spread Account Initial Deposit; and (viii) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Trust Agreement as determined by the Master Servicer.

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 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $140,000,000, if any, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Trustee and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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 the product of (i) 10% and (ii) the sum of the (A) aggregate Principal Balance of the Initial Contracts as of the Initial Cut-Off Date Aggregate Scheduled Balanceand (B) aggregate Principal Balance of the Subsequent Contracts as of their respective Subsequent Cut-Off Dates, if any, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 Xxxxx'x an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Trustee and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Contracts. (a) On each Distribution Date as of which the Aggregate Scheduled Balance sum of the Principal Balances of the Contracts is less than 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $180,000,000, 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, 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 Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 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 Mxxxx'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'xMxxxx'x, xx an Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.02(b) of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution AccountInsurer, to the extent of any portion Unreimbursed Insurer Amounts; (iv) to WFSRC until WFSRC has received full repayment of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Spread Account on such Distribution DateInitial Deposit; and (ivv) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Certificate Balance (after giving effect to Trust Agreement as determined by the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Master Servicer. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Insurer, the Swap Counterparty and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement. (e) On a Distribution Date on which an optional purchase pursuant to Section 9.01(a) or an Optional Repurchase of all remaining Contracts in the Issuer occur, the Master Servicer shall instruct the Indenture Trustee to make the following distributions of the Optional Repurchase Payment or the Aggregate Repurchase Amount, as the case may be, and any Net Collections on deposit in the Collection Account in the following priorities: (i) to the Master Servicer, any accrued and unpaid Servicing Fees with respect to one or more prior Due Periods; (ii) to the Owner Trustee and Indenture Trustee, any accrued and unpaid fees and expenses; (iii) to the Note Distribution Account, the Redemption Price for full payment of outstanding principal and accrued interest on the Notes; (iv) in the case of an Optional Repurchase, to the Note Distribution Account, the Repurchase Premium for pro rata distribution to the Noteholders based on the principal balance of each Noteholder reduced by the Note Principal Distributable Amount calculated for the Due Period preceding the date of the Optional Repurchase; (v) to the Insurer, to the extent of any Unreimbursed Insurer Amounts; (vi) to WFSRC until WFSRC has received full repayment of the Spread Account Initial Deposit; and (vii) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Trust Agreement as determined by the Master Servicer.

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. (b) Upon any sale of the assets of the Trust pursuant to Section 9.02 5.02(b) of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date;Date and (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution AccountInsurer, to the extent of any portion of Unreimbursed Insurer Amounts; (iv) to WFAL until WFAL has received an aggregate amount equal to the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Spread Account on such Distribution DateInitial Deposit; and (ivv) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Trust Agreement. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Insurer and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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 5% of the Cut-Off Date Aggregate Scheduled Balanceor equal to $150,000,000, 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 the Collection Account on the Business Day immediately preceding the related Distribution Date, the aggregate Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Trustee and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

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 $120,000,000, 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, 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 Aggregate Repurchase Amount of all Contracts that were Outstanding at the beginning of the Due Period ending immediately prior to such Distribution DateAmount, and 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 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 Mooxx'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'xMooxx'x, xx xn Opinion of Counsel to the effect that such optional purchase is not a fraudulent conveyance. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.02(b) of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of Net Collections and funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution AccountInsurer, to the extent of any portion Unreimbursed Insurer Amounts; (iv) to WFSRC until WFSRC has received full repayment of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Spread Account on such Distribution DateInitial Deposit; and (ivv) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Certificate Balance (after giving effect to Trust Agreement as determined by the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Master Servicer. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Insurer, the Swap Counterparty and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement. (e) On a Distribution Date on which an optional purchase pursuant to Section 9.01(a) or an Optional Repurchase of all remaining Contracts in the Issuer occur, the Master Servicer shall instruct the Indenture Trustee to make the following distributions of the Optional Repurchase Payment or the Aggregate Repurchase Amount, as the case may be, and any Net Collections on deposit in the Collection Account in the following priorities: (i) to the Master Servicer, any accrued and unpaid Servicing Fees with respect to one or more prior Due Periods; (ii) to the Owner Trustee and Indenture Trustee, any accrued and unpaid fees and expenses; (iii) to the Note Distribution Account, the Redemption Price for full payment of outstanding principal and accrued interest on the Notes; (iv) in the case of an Optional Repurchase, to the Note Distribution Account, the Repurchase Premium for pro rata distribution to the Noteholders based on the principal balance of each Noteholder reduced by the Note Principal Distributable Amount calculated for the Due Period preceding the date of the Optional Repurchase; (v) to the Insurer, to the extent of any Unreimbursed Insurer Amounts; (vi) to WFSRC until WFSRC has received full repayment of the Spread Account Initial Deposit; and (vii) to the Certificate Distribution Account, for distribution to Certificateholders in accordance with Section 5.02 of the Trust Agreement as determined by the Master Servicer.

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. (b) Upon any sale of the assets of the Trust Issuer pursuant to Section 9.02 5.04 of the Trust AgreementIndenture, the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom have been made (the "Insolvency Proceeds") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Master Servicer shall instruct the Indenture Trustee to make distribute funds on deposit in the following deposits Collection Account (after the application on including such Distribution Date of Net Collections Insolvency Proceeds and any funds on deposit in the Spread Account pursuant to Sections 5.05 and 5.06in accordance with Section 5.06(a) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Note Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificate Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date)Indenture. (c) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust Issuer shall be given by the Master Servicer to the Owner Trustee, the Insurer Swap Counterparty and the Indenture Trustee as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.