Common use of Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust Clause in Contracts

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteeinterest.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteeinterest.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount (the “Optional Purchase Price”) equal to the greater of (a) the remaining unpaid Aggregate Note Principal Balance of the NotesBalance, plus accrued and unpaid interest, and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest interest, and (iiC) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory have paid to the Depositor, the Servicer, Indenture Trustee and the Owner Trustee all amounts due and owing under the Indenture TrusteeBasic Documents. Collections remitted after the Optional Purchase Date shall be credited against the above purchase price for the Receivables paid on the Distribution Date related to such Optional Purchase Date.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) interest. Collections remitted after the fair market value of any other property held as part of the Trust Estate. Such fair market value Optional Purchase Date shall be determined by an appraiser mutually satisfactory credited against the above purchase price for the Receivables paid on the Distribution Date related to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteesuch Optional Purchase Date.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount (the “Optional Purchase Price”) equal to the greater of (a) the remaining unpaid Aggregate Note Principal Balance of the NotesBalance, plus accrued and unpaid interest, and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) interest. Collections remitted after the fair market value of any other property held as part of the Trust Estate. Such fair market value Optional Purchase Date shall be determined by an appraiser mutually satisfactory credited against the above purchase price for the Receivables paid on the Distribution Date related to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteesuch Optional Purchase Date.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount equal to the greater of (a) the remaining unpaid Aggregate Note Principal Balance of the NotesBalance, plus accrued and unpaid interest, and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) interest. Collections remitted after the fair market value of any other property held as part of the Trust Estate. Such fair market value Optional Purchase Date shall be determined by an appraiser mutually satisfactory credited against the above purchase price for the Receivables paid on the Distribution Date related to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteesuch Optional Purchase Date.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (ia)(i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, [any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic Servicing Fee payments, ,] and any accrued and unpaid [Basic][Total] Servicing Fee payments and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteeinterest.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, [any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic [Basic][Total] Servicing Fee payments, payments and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteeinterest.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, and any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (ia)(i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, [any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount (the “Optional Purchase Price”) equal to the greater of (a) the remaining unpaid Aggregate Note Principal Balance of the NotesBalance, plus accrued and unpaid interest, [any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic Servicing Fee payments, ,] and any accrued and unpaid [Basic][Total] Servicing Fee payments and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) interest. Collections remitted after the fair market value of any other property held as part of the Trust Estate. Such fair market value Optional Purchase Date shall be determined by an appraiser mutually satisfactory credited against the above purchase for the Receivables paid on the Distribution Date related to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteesuch Optional Purchase Date.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to clause (ii) below an amount equal to the greater of (a) the remaining unpaid Aggregate Note Principal Balance of the NotesBalance, plus accrued and unpaid interest, [any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic Servicing Fee payments, ,] and any accrued and unpaid [Basic][Total] Servicing Fee payments and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) interest. Collections remitted after the fair market value of any other property held as part of the Trust Estate. Such fair market value Optional Purchase Date shall be determined by an appraiser mutually satisfactory credited against the above purchase for the Receivables paid on the Distribution Date related to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteesuch Optional Purchase Date.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, [any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, and any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic Servicing Fee payments, payments and (b) the sum lesser of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust EstateReceivables. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee.

Optional Purchase of All Receivables; Insolvency of the Depositor; Termination of Trust. (a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the 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 Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, [any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic Servicing Fee payments,] and any accrued and unpaid [Basic][Total] Servicing Fee payments, and (b) the sum of (i) the unpaid Aggregate Receivables Principal Balance plus accrued and unpaid interest and (ii) the fair market value of any other property held as part of the Trust Estate. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trusteeinterest.