Common use of Optional Repurchases Clause in Contracts

Optional Repurchases. With respect to each Trigger Test Pool, (i) at any time after July 31, 2010, or (ii) at any time after the Trigger Test Pools become Terminated Trigger Test Pools and, in each case, upon at least thirty (30) days prior written notice from the Seller to the Purchaser (each, a “Repurchase Notice”), Seller, in its sole discretion, shall have the right but not the obligation to repurchase any Trigger Test Pool or such Terminated Trigger Test Pools, as applicable, in each case in whole, but not in part, by remitting the Repurchase Amount. If any Trigger Test Pool, other than Terminated Trigger Test Pools, is to be repurchased pursuant to this Section 9.1, the Seller shall designate a date for such repurchase in the Repurchase Notice (the “Repurchase Date”) which shall be a date occurring in August 2010, if applicable, or thereafter in the first calendar month of March, June, September or December to begin after the date of the Repurchase Notice. If Terminated Trigger Test Pools are to be repurchased pursuant to this Section 9.1, the Seller shall designate a date for such repurchase in the Repurchase Notice (the “Repurchase Date”) which shall be at least thirty (30) days, but not more than sixty (60) days, after the date of the Repurchase Notice. The Repurchase Amount shall be determined as of the Repurchase Date and, in connection with such repurchase, all amounts owed to the Sub-Servicer, and the Master Servicer with respect to the Trigger Test Pool(s) or Terminated Trigger Test Pools, as applicable, being repurchased shall be paid. The Seller shall wire transfer the Repurchase Amount to Purchaser on the Repurchase Date; if, however, in the event that payment of the Repurchase Amount shall occur after the Repurchase Date, Purchase shall be entitled to receive any and all Yield Premium through the date that the Repurchase Amount is tendered to Purchaser. Thereupon, the Seller shall succeed to all interests of the Purchaser in and to the property comprising the applicable Tranche. Purchaser hereby agrees to execute all documents of assignment as are requested by Seller.

Optional Repurchases. With respect (a) Buyer shall have the option to each Trigger Test Pool-------------------- require either RPA Seller to repurchase all of Buyer's rights, titles, and interests in, to, and under all Receivables transferred by such RPA Seller hereunder and created pursuant to certain Accounts designated by Buyer (the "Removed Accounts"); provided that, Buyer shall only be entitled to require such ---------------- -------- ---- repurchase (i) at any time after July 31if Buyer is able to effect a retransfer of such Receivables from the Issuer in compliance with Section 2.7 or 7.2 of the Servicing Agreement, 2010, or ----------- --- (ii) at any time after if Buyer and both RPA Sellers mutually agree as to the Trigger Test Pools become Terminated Trigger Test Pools anddesignation of the Removed Accounts, in each caseand (iii) the repurchasing RPA Seller shall deliver an Opinion of Counsel reasonably acceptable to Buyer and the Trustee that such repurchase would not constitute a fraudulent conveyance by such RPA Seller. On or before the fifth Business Day (the "Repurchase Notice Date") prior to the date on which ---------------------- the Removed Accounts will be designated by Buyer, upon at least thirty Buyer shall give the repurchasing RPA Seller or RPA Sellers (30as the case may be) days prior written notice from of its election to require such RPA Seller or RPA Sellers to so repurchase the Seller to Receivables of the Purchaser Removed Accounts on the date specified in such notice (each, a “the "Repurchase Notice”Date"), Seller, in its sole discretion, shall have the right but not the obligation to . The Repurchase Price for an optional repurchase any Trigger Test Pool or such Terminated Trigger Test Pools, as applicable, in each case in whole, but not in part, by remitting the Repurchase Amount. If any Trigger Test Pool, other than Terminated Trigger Test Pools, is to be repurchased effected --------------- pursuant to this Section 9.1, the Seller 6.2(a) shall designate a date be: (i) for such repurchase in the Repurchase Notice (the “Repurchase Date”) which shall be a date occurring in August 2010, if applicable, or thereafter in the first calendar month of March, June, September or December Receivables purchased pursuant -------------- to begin after the date Section 2.7 of the Repurchase Notice. If Terminated Trigger Test Pools are to be repurchased pursuant to this Section 9.1Servicing Agreement, the Seller shall designate a date for such repurchase in the Repurchase Notice (the “Repurchase Date”) which shall be at least thirty (30) days, but not more than sixty (60) days, after the date of the Repurchase Notice. The Repurchase Amount shall be determined as of the Repurchase Date and, in connection with such repurchase, all amounts owed an amount equal to the Sub-Servicer, total recorded ----------- unpaid balance of such repurchased Receivables (including Principal Receivables and the Master Servicer with respect to the Trigger Test Pool(sFinance Charge Receivables) or Terminated Trigger Test Pools, as applicable, being repurchased shall be paid. The Seller shall wire transfer the Repurchase Amount to Purchaser on the Repurchase Date; if, however, in the event that payment and (ii) for Receivables purchased pursuant to Section 7.2 of the Repurchase Amount shall occur after Servicing Agreement, an amount equal to ----------- the Repurchase Date, Purchase shall be entitled to receive any and all Yield Premium through the date that the Repurchase Amount is tendered to Purchaser. Thereupon, the Seller shall succeed to all interests "deposit amount" paid in compliance with Section 4.2 of the Purchaser Servicing ----------- Agreement. Upon execution and delivery of any Reconveyance effecting any repurchase as contemplated in and to this Section 6.2(a), Buyer shall have no further -------------- right, title, or interest in any Receivables from the property comprising the applicable Tranche. Purchaser hereby agrees to execute all documents of assignment as are requested by SellerRemoved Accounts.

Optional Repurchases. With respect Subject to each Trigger Test Poolthe payment of any LIBOR breakage costs, an Exit Fee and any other fee or payment then due in accordance with terms hereof, Seller may repurchase Purchased Assets, without penalty or premium (other than any fees payable), in whole on any date and in part on any date so long as no Margin Deficit, Default or Event of Default shall have occurred and then be continuing. If Seller intends to make any such repurchase, Seller shall give two (2) Business Day’s prior written notice thereof to Buyer, which notice shall specifically identify any Purchased Assets to be repurchased in whole. The Repurchase Price specified in any such notice shall be due and payable on the date specified therein, and, upon payment thereof, such amount shall be applied (i) at any time after July 31with respect to Purchased Assets being repurchased in whole, 2010, or to the Repurchase Price of the Purchased Assets identified by Seller and (ii) at any time after the Trigger Test Pools become Terminated Trigger Test Pools and, in each case, upon at least thirty (30) days prior written notice from the Seller with respect to the Purchaser (each, a “Repurchase Notice”), Seller, in its sole discretion, shall have the right but not the obligation to repurchase any Trigger Test Pool or such Terminated Trigger Test Pools, as applicable, in each case in whole, but not repurchases made in part, by remitting pro rata to the Repurchase AmountPrice of all Purchased Assets. If any Trigger Test PoolNotwithstanding the foregoing, other than Terminated Trigger Test Pools, is to be repurchased pursuant to this Section 9.1, the Seller shall designate not be required to pay an Exit Fee upon the optional repurchase of a date for such repurchase in the Repurchase Notice (the “Repurchase Date”) which shall be a date occurring in August 2010, if applicable, Purchased Asset resulting from or thereafter in the first calendar month of March, June, September or December to begin after the date of the Repurchase Notice. If Terminated Trigger Test Pools are to be repurchased pursuant to this Section 9.1, the Seller shall designate a date for such repurchase in the Repurchase Notice (the “Repurchase Date”) which shall be at least thirty (30) days, but not more than sixty (60) days, after the date of the Repurchase Notice. The Repurchase Amount shall be determined as of the Repurchase Date and, in connection with such repurchase, all amounts owed to (u) the Sub-Servicer, and the Master Servicer with respect to the Trigger Test Pool(s) or Terminated Trigger Test Poolsoccurrence of an Event of Default that arises as a direct result of a Market Disruption Event, as applicabledescribed in Section 10.01(r) of this Agreement; (v) the subsequent contribution of such Purchased Asset to a Securitization Vehicle or similar transaction in which Buyer is the lead structurer, being repurchased shall be paid. The Seller shall wire transfer lead manager, or co-lead placement agent, (w) a default by the Repurchase Amount to Purchaser on the Repurchase Date; ifunderlying borrower, however, in the event that payment (x) amortization of the Repurchase Amount shall occur after the Repurchase DatePurchased Asset, Purchase shall be entitled (y) a Margin Deficit or (z) failure to receive adhere to any and all Yield Premium through the date that the Repurchase Amount is tendered to Purchaser. Thereupon, the Seller shall succeed to all interests Requirement of the Purchaser in and to the property comprising the applicable Tranche. Purchaser hereby agrees to execute all documents of assignment as are requested by SellerLaw.

Optional Repurchases. With respect (a) Buyer shall have the option to each Trigger Test Pool-------------------- require either Seller to repurchase all of Buyer's rights, titles, and interests in, to, and under all Receivables transferred by such Seller hereunder and created pursuant to certain Accounts designated by Buyer (the "Removed Accounts"); provided that, Buyer shall only be entitled to require such repurchase (i) at any time after July 31if Buyer is able to effect a retransfer of such Receivables from the Trust in compliance with Section 2.7 or 10.2 of the Servicing Agreement, 2010, or (ii) at any time after if Buyer and both Sellers mutually agree as to the Trigger Test Pools become Terminated Trigger Test Pools anddesignation of the Removed Accounts, in each caseand (iii) the repurchasing Seller shall deliver an Opinion of Counsel reasonably acceptable to Buyer and the Trustee that such repurchase would not constitute a fraudulent conveyance by such Seller. On or before the fifth Business Day (the "Repurchase Notice Date") prior to the date on which the Removed Accounts will be designated by Buyer, upon at least thirty Buyer shall give the repurchasing Seller or Sellers (30as the case may be) days prior written notice from of its election to require such Seller or Sellers to so repurchase the Seller to Receivables of the Purchaser Removed Accounts on the date specified in such notice (each, a “the "Repurchase Notice”Date"), Seller, in its sole discretion, shall have the right but not the obligation to . The Repurchase Price for an optional repurchase any Trigger Test Pool or such Terminated Trigger Test Pools, as applicable, in each case in whole, but not in part, by remitting the Repurchase Amount. If any Trigger Test Pool, other than Terminated Trigger Test Pools, is to be repurchased effected pursuant to this Section 9.1, the Seller 6.2(a) shall designate a date be: (i) for such repurchase in the Repurchase Notice (the “Repurchase Date”) which shall be a date occurring in August 2010, if applicable, or thereafter in the first calendar month of March, June, September or December Receivables purchased pursuant to begin after the date Section 2.7 of the Repurchase Notice. If Terminated Trigger Test Pools are to be repurchased pursuant to this Section 9.1Servicing Agreement, the Seller shall designate a date for such repurchase in the Repurchase Notice (the “Repurchase Date”) which shall be at least thirty (30) days, but not more than sixty (60) days, after the date of the Repurchase Notice. The Repurchase Amount shall be determined as of the Repurchase Date and, in connection with such repurchase, all amounts owed an amount equal to the Sub-Servicer, total recorded unpaid balance of such repurchased Receivables (including Principal Receivables and the Master Servicer with respect to the Trigger Test Pool(sFinance Charge Receivables) or Terminated Trigger Test Pools, as applicable, being repurchased shall be paid. The Seller shall wire transfer the Repurchase Amount to Purchaser on the Repurchase Date; if, however, in the event that payment and (ii) for Receivables purchased pursuant to Section 10.2 of the Repurchase Amount shall occur after Servicing Agreement, an amount equal to the Repurchase Date, Purchase shall be entitled to receive any and all Yield Premium through the date that the Repurchase Amount is tendered to Purchaser. Thereupon, the Seller shall succeed to all interests "deposit amount" paid in compliance with Section 10.2 of the Purchaser Servicing Agreement. Upon execution and delivery of any Reconveyance effecting any repurchase as contemplated in and to this Section 6.2(a), Buyer shall have no further right, title, or interest in any Receivables from the property comprising the applicable Tranche. Purchaser hereby agrees to execute all documents of assignment as are requested by SellerRemoved Accounts.