Common use of Optional Purchase of All Receivables and Termination Clause in Contracts

Optional Purchase of All Receivables and Termination. (a) On the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Note Value is 10% or less of the initial Note Value as of the Cut-off Date, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account; provided, however, that the Servicer may not effect any such purchase so long as the rating on Deere’s long-term debt obligations is less than “Baa3” by Moody’s, unless the Owner Trustee, the Administrator and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance; provided further that the Administrator shall make a copy of such Opinion of Counsel available to each Rating Agency and the Rating Agency Condition is satisfied with respect to such purchase. To exercise such option, the Servicer shall deposit pursuant to Section 5.03 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables) and shall succeed to all interests in and to the Trust.

Optional Purchase of All Receivables and Termination. (a) On the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Note Value Pool Balance is 10% or less of the initial Note Value as of the Cut-off DateInitial Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account; provided, however, that the Servicer may not effect any such purchase so long as the rating on Deere’s long-term debt obligations is less than “Baa3” Baa3 by Moody’s, unless the Owner Trustee, the Administrator and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance; provided further that the Administrator shall make a copy of such Opinion of Counsel available to each Rating Agency and the Rating Agency Condition is satisfied with respect to such purchase. To exercise such option, the Servicer shall deposit pursuant to Section 5.03 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables) and shall succeed to all interests in and to the Trust.

Optional Purchase of All Receivables and Termination. (a) On the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Note Value Pool Balance is 10% or less of the initial Note Value as of the Cut-off DateInitial Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account; provided, however, that the Servicer may not effect any such purchase so long as the rating on Deere’s long-term debt obligations is less than “Baa3” by Moody’s, unless the Owner Trustee, the Administrator and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance; provided further that the Administrator shall make a copy of such Opinion of Counsel available to each Rating Agency and the Rating Agency Condition is satisfied with respect to such purchase. To exercise such option, the Servicer shall deposit pursuant to Section 5.03 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables) and shall succeed to all interests in and to the Trust.

Optional Purchase of All Receivables and Termination. (a) On the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Note Value Pool Balance is 10% or less of the initial Note Value as of the Cut-off DateInitial Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account; provided, however, that the Servicer may not effect any such purchase so long as the rating on Deere’s long-term debt obligations is less than “Baa3” Baa3 by Moody’s, unless the Owner Trustee, the Administrator Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance; provided further that the Administrator each Rating Agency shall make receive a copy of such Opinion of Counsel available and shall have confirmed that the rating assigned to each the Notes by such Rating Agency and the Rating Agency Condition is satisfied with respect to shall not be withdrawn or downgraded as a result of such purchase. To exercise such option, the Servicer shall deposit pursuant to Section 5.03 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables) and shall succeed to all interests in and to the Trust.

Optional Purchase of All Receivables and Termination. (a) On the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Note Value Pool Balance is 10% or less of the initial Note Value as of the Cut-off DateInitial Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account; provided, however, that the Servicer may not effect any such purchase so long as the rating on Deere’s 's long-term debt obligations is less than “Baa3” Baa3 by Moody’s's, unless the Owner Trustee, the Administrator Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance; provided further that the Administrator each Rating Agency shall make receive a copy of such Opinion of Counsel available and shall have confirmed that the rating assigned to each the Notes by such Rating Agency and the Rating Agency Condition is satisfied with respect to shall not be withdrawn or downgraded as a result of such purchase. To exercise such option, the Servicer shall deposit pursuant to Section 5.03 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables) and shall succeed to all interests in and to the Trust.

Optional Purchase of All Receivables and Termination. (a) On the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Note Value Pool Balance is 10% or less of the initial Note Value as of the Cut-off DateInitial Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account; provided, however, that the Servicer may not effect any such purchase so long as the rating on Deere’s long-term debt obligations is less than “Baa3” Baa3 by Moody’s, unless the Owner Trustee, the Administrator Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance; provided 42 JDOT 2009-B Sale and Servicing Agreement further that the Administrator each Rating Agency shall make receive a copy of such Opinion of Counsel available to each Rating Agency and the Rating Agency Condition is satisfied with respect to such purchase. To exercise such option, the Servicer shall deposit pursuant to Section 5.03 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables) and shall succeed to all interests in and to the Trust.

Optional Purchase of All Receivables and Termination. (a) On the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Note Value Pool Balance is 10% or less of the initial Note Value as of the Cut-off DateInitial Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account; provided, however, that the Servicer may not effect any such purchase so long as the rating on Deere’s long-term debt obligations is less than “Baa3” Baa3 by Moody’s, unless the Owner Trustee, the Administrator Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance; provided further that the Administrator each Rating Agency shall make receive a copy of such Opinion of Counsel available to each Rating Agency and the Rating Agency Condition is satisfied with respect to such purchase. To exercise such option, the Servicer shall deposit pursuant to Section 5.03 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables) and shall succeed to all interests in and to the Trust.

Optional Purchase of All Receivables and Termination. (a) On the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Note Value Pool Balance is 10% or less of the initial Note Value as of the Cut-off DateInitial Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account; provided, however, that the Servicer may not effect any such purchase so long as the rating on Deere’s 's long-term debt obligations is less than “Baa3” Baa3 by Moody’s's, unless the Owner Trustee, the Administrator Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance; provided further that the Administrator each Rating Agency shall make receive a copy of such Opinion of Counsel available and shall have confirmed that the rating assigned to each the Notes by such Rating Agency and the Rating Agency Condition is satisfied with respect to shall not be withdrawn or downgraded as a result of such purchase. To exercise such option, the Servicer shall deposit pursuant to Section 5.03 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables) and shall succeed to all interests in and to the Trust.. Form of Sale and Servicing Agreement