Common use of Cleanup Call Clause in Contracts

Cleanup Call. (a) If so provided in any Supplement, the Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on any Distribution Date on or after the Distribution Date on which the Certificateholders Ownership Interest in such Series is less than or equal to 10% of the Certificateholders Ownership Interest on the Closing Date for such Series. Such distribution shall be made by depositing into the applicable Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, the amount specified in such Supplement; provided, however, that if (i) the AIR Support Agreement is not in effect at the time of such purchase and (ii) the short term unsecured debt obligations or long term unsecured debt obligations of the Transferor (or of any Affiliate of the Transferor that may agree at such time to guarantee the payment of such purchase price) are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Moody's, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee and, if ▇▇▇▇▇'▇ is a Rating Agency with respect to any Series of Certificates outstanding, to Moody's, that such deposit into the applicable Distribution Account or any Series Account as provided in the related Supplement would not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased pursuant to subsection 12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Transferor. The Certificateholders Ownership Interests of each Series which is purchased pursuant to subsection 12.02(a) shall, for the purposes of the definition of "Transferor Ownership Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Transferor Ownership Interest shall thereupon be deemed to have been increased by the Certificateholders Ownership Interests of such Series.

Cleanup Call. (a) If so provided in any Series Supplement, the Transferor Servicer may, but shall not be obligated to, cause a final distribution to be made in respect purchase the Notes of the related any Series of Certificates on any Distribution Payment Date on or after the Distribution Payment Date on which the Certificateholders Ownership Interest Unpaid Principal Balance of the Loans allocated to the Asset Pools of such Series falls to a level at which the cost of servicing the Asset Pools of such Series becomes burdensome in relation to the benefits of servicing. This level is deemed to be achieved if the Unpaid Principal Balance of the Loans in the Asset Pools of such Series is less than or equal to 10% of the Certificateholders Ownership Interest initial Unpaid Principal Balance of the Loans in these Asset Pools on the Closing Date for such Series (or such other amount as may be specified in a Series Supplement for such Series). Such distribution purchase shall be made by depositing into the applicable Distribution Payment Account or the applicable Series Account, not later than the Series Transfer Date preceding such Distribution Payment Date, for application in accordance with Section 12.0313.5, the amount specified in such Series Supplement; provided, however, that if (i) the AIR Support Agreement is not in effect at the time of such purchase and (ii) the short term unsecured debt obligations or long term unsecured debt obligations of the Transferor (or of any Affiliate of the Transferor that may agree at such time to guarantee the payment of such purchase price) are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Moody's, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee and, if ▇▇▇▇▇'▇ is a Rating Agency with respect to any Series of Certificates outstanding, to Moody's, that such deposit into the applicable Distribution Account or any Series Account as provided in the related Supplement would not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.02(aSection 13.4(a) shall be paid to the Investor Certificateholders Noteholders of the related Series pursuant to Section 12.03 13.5 on the related Distribution Payment Date following the date of such deposit. All Certificates Notes of a Series which are purchased paid pursuant to subsection 12.02(aSection 13.4(a) shall be delivered by the Transferor Issuer upon such purchase to, and be canceled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the TransferorIssuer. The Certificateholders Ownership Interests Notes of each Series which is purchased are paid pursuant to subsection 12.02(aSection 13.4(a) shall, for the purposes of the definition of "Transferor Ownership “Issuer Interest," ” be deemed to be equal to zero on the Distribution Payment Date following the making of the deposit, and the Transferor Ownership Issuer Interest in a certain Asset Pool shall thereupon be deemed to have been increased by the Certificateholders Ownership Interests Invested Amount in such Asset Pool of such Series.