Common use of OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE Clause in Contracts

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If the Outstanding Amount of the Notes is equal to or less than 5% of the Initial Note Balance on the last day of any Closed-End EN Collection Period, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into the Trust Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into the Trust Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review Agreement. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If the Outstanding Amount of the Notes is equal to or less than 5% of the Initial Note Balance on the last day of any Closed-End EN Collection Period, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into in the Trust Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into in the Trust Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review Agreement. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If the Outstanding Amount of the Notes is equal to or less than 5% of the Initial Note Balance on the last day of any Closed-End EN Collection Period, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into in the Trust Exchange Note Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into in the Trust Exchange Note Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review Agreementthereon. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If On the Outstanding Amount of the Notes is equal to or less than 5% of the Initial Closed-End Exchange Note Balance Payment Date immediately following (and on each Closed-End Exchange Note Payment Date thereafter) the last day of any Closed-End EN Collection PeriodPeriod as of which the aggregate Securitization Value is 10% or less of the aggregate Initial Securitization Value, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into in the Trust Exchange Note Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into in the Trust Exchange Note Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review Agreementthereon. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If the Outstanding Amount of the Notes is equal to or less than 5% of the Initial Note Balance on the last day of any Closed-End EN Collection Period, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into in the Trust Exchange Note Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into in the Trust Exchange Note Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review Agreement. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If On the Outstanding Amount of the Notes is equal to or less than 5% of the Initial Closed-End Exchange Note Balance Payment Date immediately following (and on each Closed-End Exchange Note Payment Date thereafter) the last day of any Closed-End EN Collection PeriodPeriod as of which the aggregate Securitization Value is 10% or less of the aggregate Initial Securitization Value, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into in the Trust Exchange Note Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into in the Trust Exchange Note Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review Agreementthereon. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If the Outstanding Amount of the Notes is equal to or less than 5% [5]% of the Initial Note Balance on the last day of any Closed-End EN Collection Period, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into in the Trust Exchange Note Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into in the Trust Exchange Note Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon [and all amounts owing to the Swap Counterparty under the Interest Rate Swap Agreements] [and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review Agreement]. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If On the Outstanding Amount of the Notes is equal to or less than 5% of the Initial Closed-End Exchange Note Balance Payment Date immediately following (and on each Closed-End Exchange Note Payment Date thereafter) the last day of any Closed-End EN Collection PeriodPeriod as of which the aggregate Securitization Value is [10]% or less of the aggregate Initial Securitization Value, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into in the Trust Exchange Note Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into in the Trust Exchange Note Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and [and] all accrued but unpaid interest (including any overdue interest and premium) thereon [and all amounts owing to the Asset Representations Reviewer Swap Counterparty under the Asset Representations Review AgreementInterest Rate Swaps]. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If On the Outstanding Amount of the Notes is equal to or less than 5% of the Initial Closed-End Exchange Note Balance Payment Date immediately following (and on each Closed-End Exchange Note Payment Date thereafter) the last day of any Closed-End EN Collection PeriodPeriod as of which the aggregate Securitization Value is 10% or less of the aggregate Initial Securitization Value, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”)Indenture. To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into in the Trust Exchange Note Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into in the Trust Exchange Note Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon [and all amounts owing to the Asset Representations Reviewer Swap Counterparty under the Asset Representations Review AgreementInterest Rate Swaps]. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity Trust shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If the Outstanding Amount of the Notes is equal to or less than 5% [5]% of the Initial Note Balance on the last day of any Closed-End EN Collection Period, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into in the Trust Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into the Trust Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon [and all amounts owing to the Swap Counterparty under the Interest Rate Swap Agreements] [and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review Agreement]. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

OPTIONAL PURCHASE OF THE CLOSED-END EXCHANGE NOTE. (a) If the Outstanding Amount of the Notes is equal to or less than 5% [5]% of the Initial Note Balance on the last day of any Closed-End EN Collection Period, the Servicer shall have the option to purchase the Closed-End Exchange Note on the immediately following Closed-End Exchange Note Payment Date (and on each Closed-End Exchange Note Payment Date thereafter) and direct the Issuing Entity to redeem the Notes pursuant to Section 10.1 of the Indenture (an “Optional Redemption”). To exercise such option, the Servicer shall deposit pursuant to Section 13.3 hereof into the Trust Collection Account an amount, as calculated by the Servicer, equal to the Exchange Note Balance and all accrued interest thereon up to but not including the Redemption Date (the “Exchange Note Purchase Price”), and shall succeed to all interests in and to the Issuing Entity. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited into the Trust Collection Account pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, and all accrued but unpaid interest (including any overdue interest and premium) thereon [and all amounts owing to the Swap Counterparty under the Interest Rate Swap Agreements] [and all amounts owing to the Asset Representations Reviewer under the Asset Representations Review Agreement]. (b) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee, the Closed-End Collateral Agent and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.