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

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 "Baa3" by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law.

Optional Purchase of All Receivables; Trust Termination. (aH) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section SECTION 5.4, and shall be distributed pursuant to Section SECTION 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section SECTION 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, [,] [and] the Note Registrar [and the Certificate Registrar Registrar] in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law.

Optional Purchase of All Receivables; Trust Termination. (a) As of the last day of any Collection Period as of which the Pool Balance shall be equal to or less than the Optional Purchase Percentage of the Original Pool Balance, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account. To exercise such option, the Servicer shall notify the Indenture Trustee, the Owner Trustee, the Note Registrar and the Certificate Registrar in writing, no later than the 25th day of the Collection Period following which purchase is to be effected, shall pay the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables) and shall succeed to all interests in, to and under such property. The payment shall be made in the manner specified in Section 5.4, and shall be distributed pursuant to Section 5.5. The Indenture Trustee shall not permit the purchase of the Owner Trust Estate pursuant to this Section 9.1 unless (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least "BBB-" by Standard & Poor's and Fitch (if rated by Fitch) and Baa3 "Baa3" by Moody's or (ii) the Servicer provides to the Indenture Trustee an Opinion of Counsel in form and substance satisfactory to the Rating Agencies to the effect that such purchase will not constitute a fraudulent transfer under applicable state and federal law.