Common use of Optional Purchase of All Receivables; Termination Notice Clause in Contracts

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% or less of the Original Pool Balance, Seller shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the Original Pool Balance, Seller Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, Accounts and the Certificate Distribution Account Account, and any funds or investments therein. To exercise such option, Seller Servicer shall notify Indenture Trustee in writing in accordance with Section 10.2 of the Indenture, and deposit pursuant to Section 5.4 in into the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (ai) the unpaid principal amount of the then outstanding Class B A-3 Notes, plus accrued and unpaid interest thereon, plus (bii) the Adjusted Certificate Balance plus accrued and unpaid interest thereon. The Class B A-3 Notes and the Certificates will shall be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% or less of the Original Pool Balance, Seller Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller Servicer shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (ai) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (bii) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the Original Pool Balance, Seller shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller 42 SALE AND SERVICING AGREEMENT shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 10% or less of the Original Pool Balance, Seller Servicer shall have the option to purchase the Owner Trust Estate, Estate other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller Servicer shall deposit pursuant to Section SECTION 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Payment Date, equals the sum of (a) the unpaid principal amount Principal Balance of the then outstanding Class B NotesReceivables, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus ; provided that this amount is sufficient to repay all outstanding principal and accrued and unpaid interest thereonon the Notes and a majority of the Certificate Percentage Interests consent to the purchase. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the Original Pool Balance, Seller Servicer shall have the option to purchase the Owner Trust Estate, Estate other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller Servicer shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Payment Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) any amounts owed to the Certificate Balance plus accrued and unpaid interest thereonCertificateholders. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% or less of the Original Pool Balance, Seller Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller Servicer shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (ai) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (bii) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the Original Pool Balance, Seller shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class A-5, Class A-P, Class B and Class C Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The Class A-5, Class A-P, Class B and Class C Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the Original Pool Balance, Seller shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account Accounts and any funds or investments therein. To exercise such option, Seller shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 10% or less of the Original Pool Balance, Seller Master Servicer shall have the option to purchase the Owner Trust Estate, Estate other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller Master Servicer shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Payment Date, equals the sum of (a) the unpaid principal amount Principal Balance of the then outstanding Class B NotesReceivables, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus thereon and any fees outstanding; provided that this amount is sufficient to repay all outstanding principal and accrued and unpaid interest thereonon the Notes and any due and unpaid fees and a majority of the Certificate Balance consent to the purchase. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Master Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Master Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the Original Pool Balance, Seller shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 10% or less of the Original Pool Balance, Seller Servicer shall have the option to purchase the Owner Trust Estate, Estate other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller Servicer shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereonany amounts owed to Certificateholders. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the Original Pool Balance, Seller shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller shall deposit pursuant to Section 5.4 5.3 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% or less of the Original Pool Balance, Seller shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner TrusteeIssuer, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 10% or less of the Original Pool Balance, Seller Servicer shall have the option to purchase the Owner Trust Estate, Estate other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller Servicer shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Outstanding Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereonany amounts owed to Certificateholders. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% or less of the Original Pool Balance, Seller shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Payment Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 10% or less of the Original Pool Balance, Seller Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein; provided, that the Servicer may not exercise such option unless the proceeds from the exercise of such option are at least sufficient to fully repay all accrued and unpaid interest on and principal of the Outstanding Notes through the Redemption Date. To exercise such option, Seller the Servicer shall deposit pursuant to Section 5.4 in into the Collection Account on the Redemption Date an amount which, when added after giving effect to the amounts all deposits, distributions and payments to be made on deposit such date in the Collection Account for such Distribution Dateaccordance with Section 5.5(c), equals the sum of (ai) the unpaid principal amount lesser of (A) the fair market value of the then outstanding Class B Notes, Owner Trust Estate and (B) the aggregate Principal Balance of the Receivables plus (ii) accrued and unpaid interest thereoninterest, plus (b) if any, on the Certificate Balance plus accrued and unpaid interest thereonOutstanding Notes, through the Redemption Date. The Class B Notes and the Certificates will be redeemed concurrently therewith.. 9045475 05134611 33 2005-1 Sale and Servicing Agreement (b) 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. (c) Notice of any termination of Issuer the Trust shall be given by Servicer to Owner Trusteethe Trust, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the sum of (i) the Original Pool BalanceBalance plus (ii) each of the Funding Date Pool Balances, Seller Servicer shall have the option to purchase the Owner Trust Estate, Estate other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein; provided that the proceeds from the exercise of such option must be at least sufficient to fully repay all accrued and unpaid interest on and principal of the Outstanding Notes. To exercise such option, Seller Servicer shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Payment Date, equals the sum of (a) the unpaid principal amount lesser of (i) the fair market value of the then outstanding Class B Notes, Receivables and (ii) the aggregate Principal Balance of the Receivables plus (b) accrued and unpaid interest thereon, plus (b) on the Certificate Balance plus accrued and unpaid interest thereonOutstanding Notes. The Class B Notes and the Certificates will be redeemed concurrently therewith.. 34 2002-1 Sale and Servicing Agreement (b) 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. (c) Notice of any termination of Issuer the Trust shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 10% or less of the sum of (i) the Original Pool BalanceBalance plus (ii) each of the Funding Date Pool Balances, Seller Servicer shall have the option to purchase the Owner Trust Estate, Estate other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein; provided that the proceeds from the exercise of such option must be at least sufficient to fully repay all accrued and unpaid interest on and principal of the Outstanding Notes. To exercise such option, Seller Servicer shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Payment Date, equals the sum of (a) the unpaid principal amount lesser of (i) the fair market value of the then outstanding Class B Notes, Receivables and (ii) the aggregate Principal Balance of the Receivables plus (b) accrued and unpaid interest thereon, plus (b) on the Certificate Balance plus accrued and unpaid interest thereonOutstanding Notes. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer the Trust shall be given by Servicer to Owner Trusteethe Trust, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the Original Pool Balance, Seller shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts, and the Certificate Distribution Account Accounts and any funds or investments therein. To exercise such option, Seller shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereon. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.. SALE AND SERVICING AGREEMENT

Optional Purchase of All Receivables; Termination Notice. (a) On the last day of any Collection Period immediately preceding a Determination Date as of which the then outstanding Pool Balance is [10]% 5% or less of the Original Pool Balance, Seller Servicer shall have the option to purchase the Owner Trust Estate, Estate other than the Trust Accounts, and the Certificate Distribution Account and any funds or investments therein. To exercise such option, Seller Servicer shall deposit pursuant to Section 5.4 in the Collection Account an amount which, when added to the amounts on deposit in the Collection Account for such Distribution Date, equals the sum of (a) the unpaid principal amount of the then outstanding Class B Notes, plus accrued and unpaid interest thereon, plus (b) the Certificate Balance plus accrued and unpaid interest thereonany amounts owed to Certificateholders. The Class B Notes and the Certificates will be redeemed concurrently therewith. (b) 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. (c) Notice of any termination of Issuer shall be given by Servicer to Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable after Servicer has received notice thereof.