Common use of Prepayment of the Certificates Clause in Contracts

Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the unpaid principal amount of the Notes plus accrued and unpaid interest thereon, together with the unpaid principal amount of the Certificates. The Servicer shall furnish the Rating Agencies and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.2(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment under Section 9.2(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately following receipt of notice from the Trust or Servicer pursuant to Section 9.2(a), but not later than 10 days prior to the applicable Prepayment Date, to each Holder of Certificate as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a), on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement and the Trust shall terminate.

Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the unpaid principal amount of the Notes plus accrued and unpaid interest thereon, together with the unpaid principal amount of the Certificates. The Servicer shall furnish the Rating Agencies and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.2(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 twenty (20) days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment under Section 9.2(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately following receipt of notice from the Trust or Servicer pursuant to Section 9.2(a), but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of Certificate as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a), on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement and the Trust shall terminate.

Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the unpaid principal amount of the Notes plus accrued and unpaid interest thereon, together with the unpaid principal amount of the Certificates. The Servicer shall furnish the Rating Agencies and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.2(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 twenty (20) days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment under Section 9.2(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately following receipt of notice from the Trust or Servicer pursuant to Section 9.2(a), but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of Certificate as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a9.2(b), on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement and the Trust shall terminate.

Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the unpaid principal amount of the Notes plus accrued and unpaid interest thereon, together with the unpaid principal amount of the Certificates. The Servicer shall furnish the Rating Agencies and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.2(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment under Section 9.2(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately following receipt of notice from the Trust or Servicer pursuant to Section 9.2(a), but not later than 10 ten days prior to the applicable Prepayment Date, to each Holder of Certificate as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a), on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement and the Trust shall terminate.

Prepayment of the Certificates. (a) The Certificates shall be prepaid are subject to prepayment in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Distribution Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said such Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of payments on the Receivables and applied to pay all amounts due to the Servicer under the Sale and Servicing Agreement plus the unpaid principal amount of the Notes plus all accrued and but unpaid interest thereon, together with (including any overdue interest) on the Notes plus the Certificate Balance plus all accrued but unpaid principal amount of interest (including any overdue interest) on the CertificatesCertificates plus all amounts due to the Insurer under the Transaction Documents or the Policy. The Servicer Owner Trustee shall furnish the Rating Agencies and the Certificateholders notice of such prepaymentprepayment to each Certificateholder. If the Certificates are to be prepaid pursuant to this Section 9.2(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment of the Certificates under Section 9.2(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately promptly following receipt by the Owner Trustee of notice from the Trust or Servicer pursuant to Section 9.2(a)9.1(a) of the Sale and Servicing Agreement, but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of Certificate the Certificates as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such the Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee Certificate Registrar to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure Any failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not not, however, impair or affect the validity of the prepayment of any other Certificate. (dc) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a9.2(b), become due and payable on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement (other than the provisions of Article VIII) and the Trust shall terminateterminate in accordance with Section 9.1(a).

Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the unpaid principal amount of the Notes plus accrued and unpaid interest thereon, together with the unpaid principal amount of the Certificates. The Servicer shall furnish the Rating Agencies and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.2(a9.3(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 twenty (20) days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates Certificate to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment under Section 9.2(a9.3(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately following receipt of notice from the Trust or Servicer pursuant to Section 9.2(a9.3(a), but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of Certificate as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a9.3(b), on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement and the Trust shall terminate.

Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the unpaid principal amount of the Notes plus accrued and unpaid interest thereon, together with the unpaid principal amount of the Certificates. The Servicer shall furnish the Rating Agencies and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.2(a9.3(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 twenty (20) days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates Certificate to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment under Section 9.2(a9.3(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately following receipt of notice from the Trust or Servicer pursuant to Section 9.2(a9.3(a), but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of Certificate as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: : (i) the Prepayment Date; ; (ii) the Prepayment Price; and and (iii) the place where such Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a9.3(b), on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement and the Trust shall terminate.

Prepayment of the Certificates. (a) The Certificates shall be prepaid are subject to prepayment in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Distribution Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said such Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of payments on the Receivables and applied to pay the unpaid principal amount of the Notes plus accrued and but unpaid interest thereon, together with thereon plus the ---- ---- Certificate Balance plus accrued but unpaid principal amount of interest thereon plus all amounts ---- ---- due to the CertificatesInsurer under the Transaction Documents or the Policy. The Servicer Owner Trustee shall furnish the Rating Agencies and the Certificateholders notice of such prepaymentprepayment to each Certificateholder. If the Certificates are to be prepaid pursuant to this Section 9.2(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment of the Certificates under Section 9.2(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately promptly following receipt by the Owner Trustee of notice from the Trust or Servicer pursuant to Section 9.2(a)9.1(a) of the Sale and Servicing Agreement, but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of Certificate the Certificates as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such the Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee Certificate Registrar to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure Any failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not not, however, impair or affect the validity of the prepayment of any other Certificate. (dc) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a9.2(b), become due and payable on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement (other than the provisions of Article VIII) and the Trust shall terminateterminate in accordance with Section 9.1(a).

Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the unpaid principal amount of the Notes and the Certificates plus accrued and unpaid interest thereon, together with the unpaid principal amount of the Certificates. The Servicer shall furnish the Rating Agencies Agencies, and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.2(a9.3(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 twenty (20) days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates Certificate to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment under Section 9.2(a9.3(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately following receipt of notice from the Trust or Servicer pursuant to Section 9.2(a9.3(a), but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of Certificate as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a), on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement and the Trust shall terminate.

Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a8.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 9.1(a8.1(a) (the Payment Date on which such prepayment shall be made, the "Prepayment Date"), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the unpaid principal amount in full the Redemption Price of the Notes plus accrued and unpaid interest thereon, together with the unpaid principal amount Prepayment Price of the Certificates. The Servicer shall furnish the Rating Agencies and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.2(a9.3(a), the Servicer shall furnish notice of 44 50 such election to the Owner Trustee not later than 20 twenty (20) days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of one hundred percent (100% %) of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment under Section 9.2(a9.3(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately promptly following receipt of notice from the Trust or the Servicer pursuant to Section 9.2(a9.3(a), but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of a Certificate as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All such notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense and direction of the TrustServicer. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the effectiveness or validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a9.3(c), on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement (other than the provisions of Article VIII) and the Trust shall terminate.

Prepayment of the Certificates. (a) The Certificates shall be prepaid are subject to prepayment in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Distribution Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said such Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of payments on the Receivables and applied to pay all amounts due to the Servicer under the Sale and Servicing Agreement plus the unpaid principal ---- amount of the Notes plus all accrued and but unpaid interest thereon, together with (including any overdue ---- interest) on the Notes plus the Certificate Balance plus all accrued but unpaid principal amount of ---- ---- interest (including any overdue interest) on the CertificatesCertificates plus all amounts ---- due to the Insurer under the Transaction Documents or the Policy. The Servicer Owner Trustee shall furnish the Rating Agencies and the Certificateholders notice of such prepaymentprepayment to each Certificateholder. If the Certificates are to be prepaid pursuant to this Section 9.2(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment of the Certificates under Section 9.2(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately promptly following receipt by the Owner Trustee of notice from the Trust or Servicer pursuant to Section 9.2(a)9.1(a) of the Sale and Servicing Agreement, but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of Certificate the Certificates as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such the Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee Certificate Registrar to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure Any failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not not, however, impair or affect the validity of the prepayment of any other Certificate. (dc) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a9.2(b), become due and payable on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement (other than the provisions of Article VIII) and the Trust shall terminateterminate in accordance with Section 9.1(a).

Prepayment of the Certificates. (a) The Certificates shall be prepaid are subject to prepayment in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said such Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables payments on the Contracts and applied to pay the unpaid principal amount of the Notes plus accrued but unpaid interest thereon and the Certificate Balance plus accrued but unpaid interest thereon, together with the unpaid principal amount of the Certificates. The Servicer Owner Trustee shall furnish or cause the Rating Agencies and the Certificateholders Servicer to furnish notice of such prepaymentprepayment to the Rating Agencies, the Insurer and the Certificateholders. If the Certificates are to be prepaid pursuant to this Section 9.2(a9.3(a), the Owner Trustee shall furnish or cause the Servicer shall to furnish notice of such election to the Owner Trustee not later than 20 twenty (20) days prior to the Prepayment Date and the Trust shall deposit the Prepayment Price in the Certificate Payment Account by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaidDate, whereupon all such the Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment of the Certificates under Section 9.2(a9.3(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately promptly following receipt of notice from the Trust or the Servicer pursuant to Section 9.2(a9.3(a), but not later than 10 ten (10) days prior to the applicable Prepayment Date, to each Holder of Certificate the Certificates as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such the Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a), on the Prepayment Date be paid by the Trust at the Prepayment Price and (unless the Trust shall default in the payment of the Prepayment Price) no interest shall accrue on the Prepayment Price for any period after the date to which accrued interest is calculated for purposes of calculating the Prepayment Price. Following payment in full of the Prepayment Price, this Agreement and the Trust shall terminate.