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

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Payment Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Date, on the Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Date of the Total Distribution Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the Seller. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following immediately preceding the date on which such purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "“Sale Proceeds"”) in the Collection Account. On the Payment Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Date, on the Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Date of the Total Distribution Available Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' ’ Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' ’ Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the SellerClass R Certificateholder. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) After the payment to the Indenture Trustee, the Owner Trustee, the Holders and the Servicer of all amounts required to be paid under this Agreement, the Indenture and the Trust Agreement, any amounts on deposit in the Reserve Account or the Collection Account shall be paid to the Class R Certificateholder, and any other assets remaining in the Owner Trust Estate shall be distributed to the Class R Certificateholder.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following immediately preceding the date on which such purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "“Sale Proceeds"”) in the Collection Account. On the Payment Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Date, on the Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Date of the Total Distribution Available Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in [the Yield Supplement Account and] the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' ’ Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' ’ Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the SellerClass R Certificateholder. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) After the payment to the Indenture Trustee, the Owner Trustee, the Holders and the Servicer of all amounts required to be paid under this Agreement, the Indenture and the Trust Agreement, any amounts on deposit in [the Yield Supplement Account,] the Reserve Account or the Collection Account shall be paid to the Class R Certificateholder, and any other assets remaining in the Owner Trust Estate shall be distributed to the Class R Certificateholder.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following immediately preceding the date on which such purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "“Sale Proceeds"”) in the Collection Account. On the Payment Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Date, on the Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Date of the Total Distribution Available Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein):Proceeds: (i) to the Note Distribution Account, any portion of the Noteholders' ’ Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' ’ Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the SellerClass R Certificateholders on a pro rata basis based on their respective Percentage Interests. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) After the payment to the Indenture Trustee, the Owner Trustee, the Holders and the Servicer of all amounts required to be paid under this Agreement, the Indenture and the Trust Agreement, any amounts on deposit in the Collection Account shall be paid to the Class R Certificateholders on a pro rata basis based on their respective Percentage Interests, and any other assets remaining in the Owner Trust Estate shall be distributed to the Class R Certificateholders on a pro rata basis based on their respective Percentage Interests.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution AccountAccounts. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following immediately preceding the date on which such purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.45.3, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law5.4. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "“Sale Proceeds"”) in the Collection Account. On the Payment Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Date, on the Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, make the following deposits and distributions (after the application on such Payment Date of the Total Distribution Amount pursuant to Section 5.5set forth in Sections 5.4(b) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date5.4(c); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the Seller. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) After the payment to the Indenture Trustee, the Owner Trustee, the Noteholders and the Servicer of all amounts required to be paid under this Agreement, the Indenture and the Trust Agreement, any amounts on deposit in the Collection Account shall be paid to the Class R Certificateholders on a pro rata basis based on their respective Percentage Interests, and any other assets remaining in the Owner Trust Estate shall be distributed to the Class R Certificateholders on a pro rata basis based on their respective Percentage Interests.

Optional Purchase of All Receivables; Trust Termination. (a) As of If on the last day of any Collection Period as of which the Pool Balance shall be equal to is 10% or less than the Optional Purchase Percentage of the Original Initial Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts Accounts, which purchase shall be effective as of such last day by depositing in the Collection Account on or prior to the second Business Day prior to the next succeeding Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables but not including Liquidated Receivables) pursuant to SECTION 5.03; PROVIDED, HOWEVER, that the aggregate Purchase Amount for the Receivables, after payment of all amounts due pursuant to Section 5.04 on such next succeeding Distribution Date, is an amount at least equal to the aggregate Redemption Price for the Class A-3 Notes and the Certificate Distribution AccountClass B Notes. To Upon the exercise of such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to in and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion Trust, subject to payment of Counsel in form principal, interest and substance satisfactory other amounts owing with respect to the Rating Agencies to Subordinated Interests and the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal lawResidual Certificate. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Payment Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Date, on the Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Date of the Total Distribution Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the Seller. (c) Notice of any termination of the Issuer Trust shall be given by the Servicer to the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. Upon the receipt of such notice, the Servicer, the Indenture Trustee and the Trust shall take such steps as are necessary to cause such termination to qualify as a "qualified liquidation" of the FASIT comprising the Trust under the provisions of Section 860L(e)(3)(A) and Section 860F(a)(4) of the Code, including, without limitation, the adoption of a plan of liquidation for the Trust, the designation of a starting day for the liquidation period, the sale of the assets of the Trust within the 90 day period commencing on the starting day of the liquidation period, the distribution of the proceeds of the liquidation to the holders of the regular and ownership interests in the Trust (except for amounts held to meet claims against the Trust, the filing of a final tax return for the Trust and designating thereon the starting day of the liquidation period and any other action not contrary to the provisions of this Agreement that is required by an applicable FASIT Provisions. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders and the Subordinated Interest Holders 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 Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, [,] [and] the Note Registrar [and the Certificate Registrar Registrar] in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Payment Distribution Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Distribution Date, on the Payment Distribution Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Distribution Date of the Total Distribution Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the Seller. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof.the

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 "Baa3" by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law. (b) Upon any sale of the assets of the Issuer pursuant to Section 9.2 of the Trust Agreement or Article V of the Indenture, the Servicer shall instruct the Indenture Trustee or the Owner Trustee, as applicable, in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Payment Distribution Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Distribution Date, on the Payment Distribution Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee or the Owner Trustee, as applicable, in writing to make, and the Indenture Trustee or the Owner Trustee, as applicable, shall make, the following deposits and distributions (after the application on such Payment Distribution Date of the Total Distribution Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Distribution Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Distribution Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Distribution Date). Any The Offered Percentage of any Sale Proceeds remaining after the deposits described above shall be paid to the SellerSeller and the General Partner Percentage of such amounts shall be paid to the General Partner. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the 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) After the payment to the Indenture Trustee, the Owner Trustee, the Holders and the Servicer of all amounts required to be paid under this Agreement, the Indenture and the Trust Agreement, the Offered Percentage of any amounts on deposit in the Reserve Account or the Collection Account shall be paid to the Seller and the General Partner Percentage of such amounts shall be paid to the General Partner, and the Offered Percentage of any other assets remaining in the Owner Trust Estate shall be distributed to the Seller and the General Partner Percentage of such other assets shall be distributed to the General Partner.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Payment Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Date, on the Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Date of the Total Distribution Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the SellerClass R Certificateholder. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 "Baa3" by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Payment Distribution Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Distribution Date, on the Payment Distribution Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Distribution Date of the Total Distribution Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Distribution Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Distribution Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Distribution Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the Seller. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof.

Optional Purchase of All Receivables; Trust Termination. (a) As of If on the last day of any Collection Period as of which the Pool Balance shall be equal to is 10% or less than the Optional Purchase Percentage of the Original Initial Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts Accounts, which purchase shall be effective as of such last day; PROVIDED, HOWEVER, that the Servicer may not effect any such purchase so long as the rating on the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Certificate Distribution AccountIndenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar deposit in writing, no later than the 25th day of the Collection Period following which purchase is Account on or prior to be effected, shall pay the second Business Day prior to the next succeeding Distribution Date an amount equal to the aggregate Repurchase Purchase Amount for the Receivables (including Defaulted defaulted Receivables but not including Liquidated Receivables) pursuant to SECTION 5.03 and shall succeed to all interests in, to in and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal lawTrust. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Payment Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Date, on the Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Date of the Total Distribution Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the Seller.[Reserved] (c) Notice of any termination of the Issuer Trust shall be given by the Servicer to the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. Upon the receipt of such notice, the Servicer, the Indenture Trustee and the Trust shall take such steps as are necessary to cause such termination to qualify as a "qualified liquidation" of the FASIT comprising the Trust under the provisions of Section 860L(e)(3)(A) and Section 860F(a)(4) of the Code, including, without limitation, the adoption of a plan of liquidation for the Trust, the designation of a starting day for the liquidation period, the sale of the assets of the Trust within the 90 day period commencing on the starting day of the liquidation period, the distribution of the proceeds of the liquidation to the holders of the regular and ownership interests in the Trust (except for amounts held to meet claims against the Trust, the filing of a final tax return for the Trust and designating thereon the starting day of the liquidation period and any other action not contrary to the provisions of this Agreement that is required by an applicable FASIT Provisions. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder (other than rights to receive payments under SECTION 5.05(b)), 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 Receivables; Trust Termination. (a) As of Subsequent to the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage 5% of the Original Cutoff Date Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than Estate (including the rights of the Trust Accounts to any Liquidated Receivables and any Deferred Paid-Ahead Amounts, but excluding the Collection Account, the Reserve Account and the Certificate Note Distribution Account) by depositing the Optional Purchase Amount on the Deposit Date subsequent to any such last day. The effective date of such purchase shall be the last day of the Collection Period preceding such Deposit Date. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Sellers, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effectedpreceding such Deposit Date, shall pay the aggregate Repurchase Optional Purchase Amount for on the Receivables (including Defaulted Receivables) related Deposit Date and shall succeed to all interests in, to and under such propertyportion of the Owner Trust Estate. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee ; provided, that, in no event shall not permit the purchase Optional Purchase Amount so deposited, when added to the amounts on deposit (or required to be deposited) in the Collection Account on such date and available for distribution to Noteholders on the related Distribution Date, be less than the amount required to pay all accrued and unpaid interest on the Notes and the Outstanding Amount of the Owner Trust Estate pursuant Notes, after giving effect to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal lawPayment. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Payment Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Date, on the Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Date of the Total Distribution Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any Sale Proceeds remaining after the deposits described above shall be paid to the Seller. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof.Sale

Optional Purchase of All Receivables; Trust Termination. (a) As of Subsequent to the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage 5% of the Original Cutoff Date Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than Estate (including the rights of the Trust Accounts to any Liquidated Receivables and any Deferred Paid-Ahead Amounts, but excluding the Collection Account, the Reserve Account, the Certificate Distribution Account and the Note Distribution Account) by depositing the Optional Purchase Amount on the Deposit Date subsequent to any such last day. The effective date of such purchase shall be the last day of the Collection Period preceding such Deposit Date. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Sellers, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effectedpreceding such Deposit Date, shall pay the aggregate Repurchase Optional Purchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such propertyportion of the Owner Trust Estate. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee ; provided, that, in no event shall not permit the purchase 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 related Distribution Date, be less than the amount required to pay all accrued and unpaid interest on the Notes, the Outstanding Amount of the Owner Trust Estate pursuant Notes, accrued and unpaid interest on the Certificates and the Certificate Balance, after giving effect to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal lawPayment. (b) Upon any sale of the assets of the Issuer pursuant to Article V of the Indenture, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Sale Proceeds") in the Collection Account. On the Payment Distribution Date on which the Sale Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Payment Distribution Date, on the Payment Distribution Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee in writing to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Payment Distribution Date of the Total Distribution Available Amount pursuant to Section 5.5) from the Sale Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Payment Distribution Date; (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes resulting from the deposits made in the Note Distribution Account on such Payment Distribution Date); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Distribution Date; and; (iv) to the Certificate Distribution Account, the Certificate Balance and any Certificateholders' Principal Carryover Shortfall (after giving effect to the reduction in the Certificate Balance resulting from the deposits made in the Certificate Distribution Account on such Payment Distribution Date); (v) to the Servicer, any amounts payable to the Servicer pursuant to Section 7.4(c) or 7.8 and to the CITSF Administrator; and (vi) any amounts payable to the CITSF Administrator pursant to Section 21 of the CITSF Administration Agreement. Any Sale Proceeds remaining after the deposits described above shall be paid to the SellerSellers in accordance with their respective Depositor Allocation Percentages. (c) Notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof.