Common use of Clean Up Call Clause in Contracts

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (A) the Note Balance of the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such the Collection Period, and (ii) depositing into the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such the prior Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding prior to the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to such the Collection Period. Notwithstanding the foregoingHowever, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such the purchase price, (ii) the Collections in the Collection Account for such the Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such for the Collection Period is greater than or equal to the sum of (A) the Note Balance of the Notes Notes, and all any accrued but unpaid interest thereon and (B) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a the Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding prior Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such the Receivables. Such The sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such the sale, the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant to under Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such the documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such the transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections in the Collection Account for such Collection Period Period, and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon thereon, and (Bii) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Note Balance is equal to or less than 5% of the Initial Pool initial aggregate Note Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts 2013-A Exchange Note in or invested whole but not in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts)part. The Servicer may exercise its option to purchase the Trust Property 2013-A Exchange Note by (i) notifying the Indenture Collateral Agent, the Borrowers, the Owner Trustee, the Owner Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before prior to the Payment Date related to such Collection Period, Period (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing into in the Exchange Note Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period Exchange Note Purchase Price in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Payment Exchange Note Purchase Date) related to such Collection Period). Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property 2013-A Exchange Note unless the sum of (i) such purchase priceExchange Note Purchase Price, (ii) the Collections together with amounts in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period Account, is greater than or equal to the sum of (A) the Note Balance of Redemption Price for the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by fees and expenses of the Issuer under the Transaction DocumentsIssuer, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to For so long as the Servicer as and the Lender under the Credit and Security Agreement are the same entity, upon purchase of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action 2013-A Exchange Note by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such saleServicer pursuant to Section 5.1(a), the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant may, by notice to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The IssuerBorrowers, the Owner Trustee or Lender, the Indenture TrusteeCollateral Agent and the Administrative Agent, as applicable, will execute such documents request that the 2013-A Exchange Note be cancelled and instruments the Leases and any and all further instruments, including any authorizations related Leased Vehicles be reallocated to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRevolving Facility Pool.

Clean Up Call. (a) If the Pool Balance is equal to or less than 510% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period Period, and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon thereon, and (Bii) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇m▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Note Balance is equal to or less than 5% of the Initial Pool initial aggregate Note Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts 2012-A Exchange Note in or invested whole but not in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts)part. The Servicer may exercise its option to purchase the Trust Property 2010-A Exchange Note by (i) notifying the Indenture Collateral Agent, the Borrowers, the Owner Trustee, the Owner Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before prior to the Payment Date related to such Collection Period, Period (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing into remitting to the Exchange Note Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period Exchange Note Purchase Price in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Payment Exchange Note Purchase Date) related to such Collection Period). Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property 2012-A Exchange Note unless the sum of (i) such purchase priceExchange Note Purchase Price, (ii) the Collections together with amounts in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period Account, is greater than or equal to the sum of (Ai) the Note Balance of Redemption Price for the Notes and all accrued but unpaid interest thereon and (Bii) all other amounts payable by fees and expenses of the Issuer under the Transaction DocumentsIssuer, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to For so long as the Servicer as and the Lender under the Credit and Security Agreement are the same entity, upon purchase of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action 2012-A Exchange Note by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such saleServicer pursuant to Section 5.1(a), the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant may, by notice to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The IssuerBorrowers, the Owner Trustee or Lender, the Indenture TrusteeCollateral Agent and the Administrative Agent, as applicable, will execute such documents request that the 2012-A Exchange Note be cancelled and instruments the Leases and any and all further instruments, including any authorizations related Leased Vehicles be reallocated to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRevolving Facility Pool.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period Period, and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon thereon, and (Bii) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇m▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Note Balance is equal to or less than 5% of the Initial Pool initial aggregate Note Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts 2015-A Exchange Note in or invested whole but not in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts)part. The Servicer may exercise its option to purchase the Trust Property 2015-A Exchange Note by (i) notifying the Indenture Collateral Agent, the Borrowers, the Owner Trustee, the Owner Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before prior to the Payment Date related to such the Collection Period, Period (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing into in the Exchange Note Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period Exchange Note Purchase Price in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Payment Exchange Note Purchase Date) related to such Collection Period). Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property 2015-A Exchange Note unless the sum of (i) such purchase priceExchange Note Purchase Price, (ii) the Collections together with amounts in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period Account, is greater than or equal to the sum of (A) the Note Balance of Redemption Price for the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by fees and expenses of the Issuer under the Transaction DocumentsIssuer, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to For so long as the Servicer as and the Lender under the Credit and Security Agreement are the same entity, on purchase of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action 2015-A Exchange Note by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such saleServicer under Section 5.1(a), the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant may, by notice to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The IssuerBorrowers, the Owner Trustee or Lender, the Indenture TrusteeCollateral Agent and the Administrative Agent, as applicable, will execute such documents request that the 2015-A Exchange Note be cancelled and instruments the Leases and any and all further instruments, including any authorizations related Leased Vehicles be reallocated to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRevolving Facility Pool.

Clean Up Call. (a) If the Pool Note Balance is equal to or less than 5% of the Initial Pool initial aggregate Note Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts 2014-A Exchange Note in or invested whole but not in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts)part. The Servicer may exercise its option to purchase the Trust Property 2014-A Exchange Note by (i) notifying the Indenture Collateral Agent, the Borrowers, the Owner Trustee, the Owner Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before prior to the Payment Date related to such Collection Period, Period (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing into in the Exchange Note Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period Exchange Note Purchase Price in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Payment Exchange Note Purchase Date) related to such Collection Period). Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property 2014-A Exchange Note unless the sum of (i) such purchase priceExchange Note Purchase Price, (ii) the Collections together with amounts in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period Account, is greater than or equal to the sum of (A) the Note Balance of Redemption Price for the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by fees and expenses of the Issuer under the Transaction DocumentsIssuer, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to For so long as the Servicer as and the Lender under the Credit and Security Agreement are the same entity, upon purchase of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action 2014-A Exchange Note by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such saleServicer pursuant to Section 5.1(a), the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant may, by notice to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The IssuerBorrowers, the Owner Trustee or Lender, the Indenture TrusteeCollateral Agent and the Administrative Agent, as applicable, will execute such documents request that the 2014-A Exchange Note be cancelled and instruments the Leases and any and all further instruments, including any authorizations related Leased Vehicles be reallocated to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRevolving Facility Pool.

Clean Up Call. (a) If the Pool Note Balance is equal to or less than 5% of the Initial Pool initial aggregate Note Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts 2012-B Exchange Note in or invested whole but not in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts)part. The Servicer may exercise its option to purchase the Trust Property 2012-B Exchange Note by (i) notifying the Indenture Collateral Agent, the Borrowers, the Owner Trustee, the Owner Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before prior to the Payment Date related to such Collection Period, Period (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing into in the Exchange Note Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period Exchange Note Purchase Price in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Payment Exchange Note Purchase Date) related to such Collection Period). Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property 2012-B Exchange Note unless the sum of (i) such purchase priceExchange Note Purchase Price, (ii) the Collections together with amounts in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period Account, is greater than or equal to the sum of (A) the Note Balance of Redemption Price for the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by fees and expenses of the Issuer under the Transaction DocumentsIssuer, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to For so long as the Servicer as and the Lender under the Credit and Security Agreement are the same entity, upon purchase of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action 2012-B Exchange Note by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such saleServicer pursuant to Section 5.1(a), the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant may, by notice to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The IssuerBorrowers, the Owner Trustee or Lender, the Indenture TrusteeCollateral Agent and the Administrative Agent, as applicable, will execute such documents request that the 2012-B Exchange Note be cancelled and instruments the Leases and any and all further instruments, including any authorizations related Leased Vehicles be reallocated to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRevolving Facility Pool.

Clean Up Call. (a) If the Pool Note Balance is equal to or less than 5% of the Initial Pool initial aggregate Note Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts 2015-B Exchange Note in or invested whole but not in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts)part. The Servicer may exercise its option to purchase the Trust Property 2015-B Exchange Note by (i) notifying the Indenture Collateral Agent, the Borrowers, the Owner Trustee, the Owner Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before prior to the Payment Date related to such the Collection Period, Period (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing into in the Exchange Note Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period Exchange Note Purchase Price in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Payment Exchange Note Purchase Date) related to such Collection Period). Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property 2015-B Exchange Note unless the sum of (i) such purchase priceExchange Note Purchase Price, (ii) the Collections together with amounts in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period Account, is greater than or equal to the sum of (A) the Note Balance of Redemption Price for the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by fees and expenses of the Issuer under the Transaction DocumentsIssuer, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to For so long as the Servicer as and the Lender under the Credit and Security Agreement are the same entity, on purchase of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action 2015-B Exchange Note by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such saleServicer under Section 5.1(a), the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant may, by notice to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The IssuerBorrowers, the Owner Trustee or Lender, the Indenture TrusteeCollateral Agent and the Administrative Agent, as applicable, will execute such documents request that the 2015-B Exchange Note be cancelled and instruments the Leases and any and all further instruments, including any authorizations related Leased Vehicles be reallocated to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRevolving Facility Pool.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten 10 days before the Payment Date related to such Collection Period, Period and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon and thereon, (Bii) all other amounts payable by due from the Issuer under the Transaction Documents, including Interest Rate Swaps and (iii) all amounts due to the Indenture Trustee under the Indenture. The amount deposited into the Collection Account pursuant to this Section 8.1(a) will be used on the related Payment Date to make payments in full to the Noteholders in the manner set forth in Section 8.2 of the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Note Balance is equal to or less than 5% of the Initial Pool initial aggregate Note Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts 2014-B Exchange Note in or invested whole but not in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts)part. The Servicer may exercise its option to purchase the Trust Property 2014-B Exchange Note by (i) notifying the Indenture Collateral Agent, the Borrowers, the Owner Trustee, the Owner Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before prior to the Payment Date related to such the Collection Period, Period (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing into in the Exchange Note Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period Exchange Note Purchase Price in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Payment Exchange Note Purchase Date) related to such Collection Period). Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property 2014-B Exchange Note unless the sum of (i) such purchase priceExchange Note Purchase Price, (ii) the Collections together with amounts in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period Account, is greater than or equal to the sum of (A) the Note Balance of Redemption Price for the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by fees and expenses of the Issuer under the Transaction DocumentsIssuer, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to For so long as the Servicer as and the Lender under the Credit and Security Agreement are the same entity, on purchase of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action 2014-B Exchange Note by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such saleServicer under Section 5.1(a), the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant may, by notice to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The IssuerBorrowers, the Owner Trustee or Lender, the Indenture TrusteeCollateral Agent and the Administrative Agent, as applicable, will execute such documents request that the 2014-B Exchange Note be cancelled and instruments the Leases and any and all further instruments, including any authorizations related Leased Vehicles be reallocated to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRevolving Facility Pool.

Clean Up Call. (a) If the Pool Note Balance is equal to or less than 5% of the Initial Pool initial aggregate Note Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts 2013-B Exchange Note in or invested whole but not in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts)part. The Servicer may exercise its option to purchase the Trust Property 2013-B Exchange Note by (i) notifying the Indenture Collateral Agent, the Borrowers, the Owner Trustee, the Owner Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before prior to the Payment Date related to such Collection Period, Period (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing into in the Exchange Note Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period Exchange Note Purchase Price in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Payment Exchange Note Purchase Date) related to such Collection Period). Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property 2013-B Exchange Note unless the sum of (i) such purchase priceExchange Note Purchase Price, (ii) the Collections together with amounts in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period Account, is greater than or equal to the sum of (A) the Note Balance of Redemption Price for the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by fees and expenses of the Issuer under the Transaction DocumentsIssuer, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to For so long as the Servicer as and the Lender under the Credit and Security Agreement are the same entity, upon purchase of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action 2013-B Exchange Note by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such saleServicer pursuant to Section 5.1(a), the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant may, by notice to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The IssuerBorrowers, the Owner Trustee or Lender, the Indenture TrusteeCollateral Agent and the Administrative Agent, as applicable, will execute such documents request that the 2013-B Exchange Note be cancelled and instruments the Leases and any and all further instruments, including any authorizations related Leased Vehicles be reallocated to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRevolving Facility Pool.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten 10 days before the Payment Date related to such Collection Period, and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period Period, and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon and thereon, (Bii) all other amounts payable by due from the Issuer under the Transaction DocumentsInterest Rate Swaps, including and (iii) all amounts due to the Indenture Trustee under the Indenture. The amount deposited into the Collection Account pursuant to this Section 8.1(a) will be used on the related Payment Date to make payments in full to the Noteholders in the manner set forth in Section 8.2 of the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten 10 days before the Payment Date related to such Collection Period, Period and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period and (iii) any Purchase Purchased Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon thereon, (ii) all amounts due under the Interest Rate Swaps from the Issuer to the Swap Counterparties and (Biii) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. The amount deposited into the Collection Account pursuant to this Section 8.1(a) will be used on the related Payment Date to make payments in full to the Noteholders in the manner set forth in Section 8.2 of the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇m▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten 10 days before the Payment Date related to such Collection Period, Period and (ii) depositing into the Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such the preceding Collection Period plus 30 days of interest at a rate equal to the weighted average APR of the Receivables as of the last day of the preceding Collection Period, in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) Interest Rate Swap has been terminated and all amounts due paid on and the Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period amount specified above is greater than or equal to the sum of (A) the Note Balance of the Notes Outstanding and all accrued but unpaid interest thereon and (Bthereon. The amount deposited into the Collection Account pursuant to this Section 8.1(a) all other amounts payable by will be used on the Issuer under the Transaction Documents, including all amounts due related Payment Date to make payments in full to the Indenture Trustee under Noteholders in the manner set forth in Section 8.2 of the Indenture. (b) When Upon Servicer's payment of the purchase price for the Trust Property is included amount specified in Available Funds for a Payment DateSection 8.1(a), the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to any Receivable purchased by the Trust PropertyServicer pursuant to Section 8.1(a), including the Receivables and all security and documents relating to such ReceivablesReceivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇m▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten 10 days before the Payment Date related to such Collection Period, Period and (ii) depositing into the Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such the preceding Collection Period plus 30 days of interest at a rate equal to the weighted average APR of the Receivables as of the last day of the preceding Collection Period, in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless all amounts due paid on and the sum of (i) such purchase price, (ii) the Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period amount specified above is greater than or equal to the sum of (A) the Note Balance of the Notes Outstanding and all accrued but unpaid interest thereon and (B) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due under the Interest Rate Swaps from the Issuer to the Indenture Trustee under Swap Counterparties. The amount deposited into the Collection Account pursuant to this Section 8.1(a) will be used on the related Payment Date to make payments in full to the Noteholders in the manner set forth in Section 8.2 of the Indenture. (b) When Upon Servicer's payment of the purchase price for the Trust Property is included amount specified in Available Funds for a Payment DateSection 8.1(a), the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to any Receivable purchased by the Trust PropertyServicer pursuant to Section 8.1(a), including the Receivables and all security and documents relating to such ReceivablesReceivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇m▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten 10 days before the Payment Date related to such Collection Period, Period and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon thereon, (ii) all amounts due under the Interest Rate Swaps from the Issuer to the Swap Counterparties and (Biii) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. The amount deposited into the Collection Account pursuant to this Section 8.1(a) will be used on the related Payment Date to make payments in full to the Noteholders in the manner set forth in Section 8.2 of the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on On the last day of any Collection PeriodPeriod as of which the Pool Balance shall be less than or equal to 10% of the sum of the Initial Pool Balance and the aggregate Principal Balances of the Subsequent Receivables (as of the related Pre-Funding Receivable Cut-off Date), the Servicer has shall have the option to purchase acquire the Trust Property (Property, other than the amounts Trust Accounts; provided, however, that the amount to be paid for such reacquisition (as set forth in or invested in Permitted Investments maturing on or before the following Payment Date in sentence) shall be sufficient to pay the Trust Accounts). The Servicer may exercise its option full amount of principal and interest then due and payable on the Notes and all amounts due to purchase the Trust Property by (i) notifying Note Insurer, the Indenture Trustee, the Owner Trustee Trust Collateral Agent and the Rating Agencies at least ten days before Collateral Agent. To exercise such option, the Payment Date related Servicer shall deposit pursuant to such Collection Period, and (ii) depositing into Section 5.05 in the Collection Account the purchase price for the Trust Property an amount equal to (i) with respect to Receivables that are less than thirty (30) days delinquent, the aggregate outstanding Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, and (ii) with respect to Receivables that are thirty (30) days or more delinquent, the Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum lower of (A) the Note estimated fair market value of the Receivables or (B) the Principal Balance of the Notes and all Receivables plus accrued but unpaid interest thereon and (B) all interest, plus the appraised value of any other amounts payable property held by the Issuer under Trust (other than the Transaction DocumentsTrust Accounts), including such value to be determined by an appraiser mutually agreed upon by the Servicer and the Note Insurer. Upon such deposit, the Servicer shall succeed to all amounts due interests in and to the Indenture Trustee under Trust (other than the IndentureTrust Accounts). (b) When the purchase price for Notice of any termination of the Trust Property is included in Available Funds for a Payment Date, shall be given by the Issuer will be deemed to have sold and assigned Servicer to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s rightOwner Trustee, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, the Trust Collateral Agent, the Note Insurer and the Rating Agencies as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by soon as practicable after the Servicer to effect such transferhas knowledge or received notice thereof.

Clean Up Call. (a) If the Pool Note Balance is equal to or less than 5% of the Initial Pool initial aggregate Note Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts 20__-_ Exchange Note in or invested whole but not in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts)part. The Servicer may exercise its option to purchase the Trust Property 20__-_ Exchange Note by (i) notifying the Indenture Collateral Agent, the Borrowers, the Owner Trustee, the Owner Administrative Agent, the Indenture Trustee and the Rating Agencies at least ten days before prior to the Payment Date related to such the Collection Period, Period (which Payment Date will be the Exchange Note Purchase Date) and (ii) depositing into in the Exchange Note Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period Exchange Note Purchase Price in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Exchange Note Purchase Date (or, with satisfaction of the Rating Agency Condition, on the Payment Exchange Note Purchase Date) related to such Collection Period). Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property 20__-_ Exchange Note unless the sum of (i) such purchase priceExchange Note Purchase Price, (ii) the Collections together with amounts in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period Account, is greater than or equal to the sum of (A) the Note Balance of Redemption Price for the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by fees and expenses of the Issuer under the Transaction DocumentsIssuer, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to For so long as the Servicer as and the Lender under the Credit and Security Agreement are the same entity, on purchase of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action 20__-_ Exchange Note by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such saleServicer under Section 5.1(a), the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant may, by notice to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The IssuerBorrowers, the Owner Trustee or Lender, the Indenture TrusteeCollateral Agent and the Administrative Agent, as applicable, will execute such documents request that the 20__-_ Exchange Note be cancelled and instruments the Leases and any and all further instruments, including any authorizations related Leased Vehicles be reallocated to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transferRevolving Facility Pool.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (A) the Note Balance of the Notes and all accrued but unpaid interest thereon thereon, (B) [all amounts due from the Issuer under the Interest Rate ▇▇▇▇▇▇] and (BC) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten 10 days before the Payment Date related to such Collection Period, Period and (ii) depositing into the Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such the preceding Collection Period plus 30 days of interest at a rate equal to the weighted average APR of the Receivables as of the last day of the preceding Collection Period, in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) Interest Rate Swap has been terminated and all amounts due paid on and the Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period amount specified above is greater than or equal to the sum of (A) the Note Balance of the Notes Outstanding and all accrued but unpaid interest thereon and (Bthereon. The amount deposited into the Collection Account pursuant to this Section 8.1(a) all other amounts payable by will be used on the Issuer under the Transaction Documents, including all amounts due related Payment Date to make payments in full to the Indenture Trustee under Noteholders in the manner set forth in Section 8.2 of the Indenture. (b) When Upon Servicer's payment of the purchase price for the Trust Property is included amount specified in Available Funds for a Payment DateSection 8.1(a), the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to any Receivable purchased by the Trust PropertyServicer pursuant to Section 8.1(a), including the Receivables and all security and documents relating to such ReceivablesReceivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇may m▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten 10 days before the Payment Date related to such Collection Period, Period and (ii) depositing into the Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such the preceding Collection Period plus 30 days of interest at a rate equal to the weighted average APR of the Receivables as of the last day of the preceding Collection Period, in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless all amounts due paid on and the sum of (i) such purchase price, (ii) the Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period amount specified above is greater than or equal to the sum of (A) the Note Balance of the Notes Outstanding and all accrued but unpaid interest thereon and (B) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due under the Interest Rate Swaps from the Issuer to the Indenture Trustee under Swap Counterparties. The amount deposited into the Collection Account pursuant to this Section 8.1(a) will be used on the related Payment Date to make payments in full to the Noteholders in the manner set forth in Section 8.2 of the Indenture. (b) When Upon Servicer's payment of the purchase price for the Trust Property is included amount specified in Available Funds for a Payment DateSection 8.1(a), the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to any Receivable purchased by the Trust PropertyServicer pursuant to Section 8.1(a), including the Receivables and all security and documents relating to such ReceivablesReceivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 510% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten 10 days before the Payment Date related to such Collection Period, Period and (ii) depositing into the Collection Account the purchase price for the Trust Property an amount equal to the aggregate Principal Balance of the Receivables as of the last day of such the preceding Collection Period plus 30 days of interest at a rate equal to the weighted average APR of the Receivables as of the last day of the preceding Collection Period, in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period amount specified above is greater than or equal to the sum of (A) the Note Balance of the Notes Outstanding and all accrued but unpaid interest thereon and (Bthereon. The amount deposited into the Collection Account pursuant to this Section 8.1(a) all other amounts payable by will be used on the Issuer under the Transaction Documents, including all amounts due related Payment Date to make payments in full to the Indenture Trustee under Noteholders in the manner set forth in Section 8.2 of the Indenture. (b) When Upon Servicer's payment of the purchase price for the Trust Property is included amount specified in Available Funds for a Payment DateSection 8.1(a), the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to any Receivable purchased by the Trust PropertyServicer pursuant to Section 8.1(a), including the Receivables and all security and documents relating to such ReceivablesReceivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ may mark its receivables systems computer records indicating that any receivables purchased pursuant p▇▇▇▇ant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period Period, and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon thereon, and (Bii) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇m▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency Condition, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period Period, and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon thereon, and (Bii) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 510% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period Period, and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon and thereon, (Bii) all other amounts payable by due from the Issuer under the Transaction DocumentsInterest Rate ▇▇▇▇▇▇, including and (iii) all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables Receivable free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

Clean Up Call. (a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least ten days before the Payment Date related to such Collection Period, and (ii) depositing into remitting to the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency ConditionConfirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit in the Collection Account for such Collection Period Period, and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (Ai) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon thereon, and (Bii) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture. (b) When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s 's right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivables free and clear of any Liens, Liens other than Permitted Liens. Upon such sale, the Servicer will ▇m▇▇▇ its receivables systems computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.