Common use of Optional Purchase of the Secured Notes; Distribution of Event of Default Sale Proceeds Clause in Contracts

Optional Purchase of the Secured Notes; Distribution of Event of Default Sale Proceeds. (i) The Administrator shall have the option to purchase all but not less than all of the assets of the Issuing Entity (other than the Designated Accounts) on any Distribution Date (the “Optional Purchase Date”) following the last day of any Monthly Period as of which the Aggregate ABS Value represents a percentage of the Aggregate Initial ABS Value that is equal to or less than the Optional Purchase Percentage. To exercise such option, the Administrator shall (A) furnish to the Issuing Entity and the AART Indenture Trustee notice of its intention to exercise such option and of the Optional Purchase Date (such notice to be furnished not later than twenty-five (25) days prior to the Optional Purchase Date) and (B) deposit in the AART Collection Account when required pursuant to clause (ii) below an amount equal to the aggregate Administrative Purchase Payments for the Secured Notes; provided, that such amount (when added to the funds then on deposit in the Designated Accounts) must be at least equal to the sum of (1) the Administration Fee for the related Monthly Period, and (2) the aggregate Redemption Price of all then Outstanding Notes. (ii) The Administrator shall make such deposit set forth in (i)(B) above in immediately available funds on the Optional Purchase Date. Upon the making of such deposit, the Notes and the AART Indenture shall be deemed satisfied and discharged, and the Administrator shall succeed to all interests in and to the Issuing Entity (other than the Designated Accounts). (b) Upon any sale or other disposition of the assets of the Issuing Entity pursuant to Article V of the AART Indenture (an “AART Event of Default Sale”), the Administrator shall instruct the Applicable AART Trustee to deposit into the AART Collection Account from the proceeds of such disposition the amount specified in clause SECOND of Section 5.4(b) of the AART Indenture (the “AART Event of Default Proceeds”). On the Distribution Date (i) on which the AART Event of Default Proceeds are deposited in the AART Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), or (ii) at any time that the Notes have not been paid in full and the principal balance of the Notes has been declared immediately due and payable following the occurrence of an AART Event of Default under the AART Indenture, then until such time as the Notes have been paid in full and the AART Indenture has been discharged or the foregoing AART Events of Default have been cured or waived as provided in Section 5.2(b) of the AART Indenture, the Administrator shall instruct the AART Indenture Trustee (after taking into account the application on such Distribution Date of the Total Available Amount pursuant to Section 4.05(a)) to make the following payments from the AART Collection Account in the following priority: (i) first, to the Administrator, the Administration Fee for such Distribution Date and any unpaid Administration Fee from any preceding Distribution Date; (ii) second, to the Note Distribution Account, for payment of interest pro rata on the Class A Notes, the Aggregate Class A Interest Distributable Amount; (iii) third, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class A Notes, sequentially by class, starting with the Class A-1 Notes, until each class of Class A Notes has been paid in full; (iv) fourth, to the Note Distribution Account, an amount equal to the Aggregate Class B Interest Distributable Amount for payment of interest on the Class B Notes; (v) fifth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class B Notes; (vi) sixth, to the Note Distribution Account, an amount equal to the Aggregate Class C Interest Distributable Amount for payment of interest on the Class C Notes; and (vii) seventh, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class C Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class C Notes. Any AART Event of Default Proceeds remaining after all the deposits and other payments described above have been made in full, shall be paid to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders on a pro rata basis). (c) Following the satisfaction and discharge of the AART Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Issuing Entity shall succeed to the rights of the AART Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the AART Indenture Trustee set forth in Section 4.4 of the AART Indenture and Section 7.03 of this Agreement). (d) After indefeasible payment in full to the AART Indenture Trustee, the AART Owner Trustee, the Issuing Entity, the Noteholders, the Certificateholders and the Administrator of all amounts required to be paid under this Agreement, the AART Indenture and the Trust Agreement (including as contemplated by this Section 8.01), (i) any amounts on deposit in the AART Collection Account (after all other distributions required to be made from such account has been made) shall be paid to the Certificateholders and (ii) any other assets remaining in the Issuing Entity shall be distributed to the Certificateholders.