Common use of Purchase Rights of Certificateholders Clause in Contracts

Purchase Rights of Certificateholders. At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights to purchase the Certificates of one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by such Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “Other Agreements”), the Certificates of each such series that the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01. By acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment of the purchase price specified herein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder shall assume all of such Selling Certificateholder’s obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholder.

Purchase Rights of Certificateholders. At By acceptance of its Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain a series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights rights, the exercise of which will be specified in the applicable Trust Supplement, to purchase the class of Certificates of one or more other series, all as set forth in the Trust Supplement applicable with immediate seniority to the Certificates held by such Potential Purchaserthe purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) purchaser shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “"Other Agreements”"), the Certificates of each such series that the Trust Supplement applicable is senior to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholderpurchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01Section. By Each Certificateholder of any series agrees by its acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) Certificates of a such series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein by one or more Purchasing Certificateholdersherein, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder purchaser shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder purchaser and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder purchaser shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholderpurchaser thereof.

Purchase Rights of Certificateholders. At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a “"Potential Purchaser” " and, collectively, the “"Potential Purchasers”") will have certain rights to purchase the Certificates of one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by such Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “"Purchasing Certificateholder” " and, collectively, the “"Purchasing Certificateholders”") shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “"Other Agreements”"), the Certificates of each such series that the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01. By acceptance of its Certificate, each Certificateholder (each, a “"Selling Certificateholder” " and, collectively, the “"Selling Certificateholders”") of a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment of the purchase price specified herein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholder.

Purchase Rights of Certificateholders. At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a “Potential Purchaser” "POTENTIAL PURCHASER" and, collectively, the “Potential Purchasers”"POTENTIAL PURCHASERS") will have certain rights to purchase the Certificates of one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by such Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; providedPROVIDED, howeverHOWEVER, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); providedPROVIDED, furtherFURTHER, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” "PURCHASING CERTIFICATEHOLDER" and, collectively, the “Purchasing Certificateholders”"PURCHASING CERTIFICATEHOLDERS") shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “Other Agreements”"OTHER AGREEMENTS"), the Certificates of each such series that the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01. By acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” "SELLING CERTIFICATEHOLDER" and, collectively, the “Selling Certificateholders”"SELLING CERTIFICATEHOLDERS") of a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment of the purchase price specified herein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholder.

Purchase Rights of Certificateholders. At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights to purchase the Certificates of one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by such Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “Other Agreements”), the Certificates of each such series that the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01. By acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment of the purchase price specified herein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding - all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder shall assume all of such Selling Certificateholder’s obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholder.

Purchase Rights of Certificateholders. At If an Intercreditor Agreement is applicable, by acceptance of its Pass Through Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, with ten days' written notice to the Pass Through Trustee and each other Certificateholder of the same class, each Certificateholder of Pass Through Certificates of certain series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) Series will have certain rights rights, the exercise of which will be specified in the applicable Series Supplement, to purchase all, but not less than all, of the class of Pass Through Certificates of one or more other series, all as set forth in the Trust Supplement applicable senior to the Pass Through Certificates held by such Potential Purchaserthe purchasing Certificateholder. The purchase price with respect to the Pass Through Certificates of any series shall be equal to the Pool Balance of the Pass Through Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Pass Through Agreement, any related Intercreditor Agreement or any other Note Indenture Document or on or in respect of the Certificates Pass Through Certificate of such seriesSeries; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Pass Through Certificates of such series Series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) purchaser shall certify to the Pass Through Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are such purchaser is purchasing, pursuant to the terms of this Pass Through Agreement and the other Agreements, if any, relating to the Pass Through Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “"Other Agreements”"), the Pass Through Certificates of each such series that the Trust Supplement applicable is senior to the Pass Through Certificates held by such purchaser. If prior to the Purchasing end of the ten-day period, any other Certificateholder specifies of the same class notifies the purchasing Certificateholder that the other Certificateholder wants to participate in such purchase, then such other Certificateholder may be purchased join with the purchasing Certificateholder to purchase the Pass Through Certificates pro rata based on the interest in the Pass Through Trust held by such Purchasing each Certificateholder. Each payment of the purchase price of the Pass Through Certificates of any series Series shall be made to an account or accounts designated by the Pass Through Trustee and each such purchase shall be subject to the terms of this Section 6.01Section. By Each Certificateholder of any Series agrees by its acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) Pass Through Certificates of a series such Series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Pass Through Certificates with a lower seniority of the purchase price specified herein by one or more Purchasing Certificateholdersherein, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Pass Through Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Indenture Documents and all Pass Through Certificates of such series Series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder purchaser shall assume all of such Selling Certificateholder’s 's obligations under this Pass Through Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Indenture Documents. The Pass Through Certificates of such series Series will be deemed to be purchased on the date of payment of the purchase price is made notwithstanding the failure of the Certificateholders to delivery any Selling Certificateholder to deliver any Pass Through Certificates of such series Series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Pass Through Certificates to the Purchasing Certificateholder purchaser and receive the purchase price for such Pass Through Certificates of such series and (ii) if the Purchasing Certificateholder purchaser shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 2.08 hereof to enable new Pass Through Certificates of such series Series to be issued to the Purchasing Certificateholder purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Pass Through Certificates shall be borne by the Purchasing Certificateholderpurchaser thereof.

Purchase Rights of Certificateholders. At If an Intercreditor Agreement is applicable, by acceptance of its Pass Through Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Pass Through Certificates of certain series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) Series will have certain rights rights, the exercise of which will be specified in the applicable Series Supplement, to purchase the class of Pass Through Certificates of one or more other series, all as set forth in the Trust Supplement applicable with senior to the Pass Through Certificates held by such Potential Purchaserthe purchasing Certificateholder. The purchase price with respect to the Pass Through Certificates of any series shall be equal to the Pool Balance of the Pass Through Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Indenture Document or on or in respect of the Certificates Pass Through Certificate of such seriesSeries; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Pass Through Certificates of such series Series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) purchaser shall certify to the Pass Through Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Pass Through Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “"Other Agreements”"), the Pass Through Certificates of each such series that the Trust Supplement applicable is senior to the Pass Through Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholderpurchaser. Each payment of the purchase price of the Pass Through Certificates of any series Series shall be made to an account or accounts designated by the Pass Through Trustee and each such purchase shall be subject to the terms of this Section 6.01Section. By Each Certificateholder of any Series agrees by its acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) Pass Through Certificates of a series such Series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Pass Through Certificates with a lower seniority of the purchase price specified herein by one or more Purchasing Certificateholdersherein, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Indenture Documents and all Pass Through Certificates of such series Series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder purchaser shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Indenture Documents. The Pass Through Certificates of such series Series will be deemed to be purchased on the date of payment of the purchase price is made notwithstanding the failure of the Certificateholders to delivery any Selling Certificateholder to deliver any Pass Through Certificates of such series Series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Pass Through Certificates to the Purchasing Certificateholder purchaser and receive the purchase price for such Pass Through Certificates of such series and (ii) if the Purchasing Certificateholder purchaser shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 2.08 hereof to enable new Pass Through Certificates of such series Series to be issued to the Purchasing Certificateholder purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Pass Through Certificates shall be borne by the Purchasing Certificateholderpurchaser thereof.

Purchase Rights of Certificateholders. At By acceptance of its Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain a series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights rights, the exercise of which will be specified in the applicable Trust Supplement, to purchase the class of Certificates of one or more other series, all as set forth in the Trust Supplement applicable with immediate seniority to the Certificates held by such Potential Purchaserthe purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) purchaser shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a multiple series that are subject to the same Intercreditor Agreement (such other AgreementsAgreements as defined in the Trust Supplements establishing such series, the “"Other Agreements”"), the Certificates of each such series that the Trust Supplement applicable is senior to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholderpurchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall 37 31 be subject to the terms of this Section 6.01Section. By Each Certificateholder of any series agrees by its acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) Certificates of a such series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein by one or more Purchasing Certificateholdersherein, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder purchaser shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder purchaser and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder purchaser shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholderpurchaser thereof.

Purchase Rights of Certificateholders. At If an Intercreditor Agreement is applicable, by acceptance of its Pass Through Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, with ten days' written notice to the Pass Through Trustee and each other Certificateholder of the same class, each Certificateholder of Pass Through Certificates of certain series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) Series will have certain rights rights, the exercise of which will be specified in the applicable Series Supplement, to purchase all, but not less than all, of the class of Pass Through Certificates of one or more other series, all as set forth in the Trust Supplement applicable senior to the Pass Through Certificates held by such Potential Purchaserthe purchasing Certificateholder. The purchase price with respect to the Pass Through Certificates of any series shall be equal to the Pool Balance of the Pass Through Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Pass Through Agreement, any related Intercreditor Agreement or any other Note Indenture Document or on or in respect of the Certificates Pass Through Certificate of such seriesSeries; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Pass Through Certificates of such series Series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) purchaser shall certify to the Pass Through Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are such purchaser is purchasing, pursuant to the terms of this Pass Through Agreement and the other Agreements, if any, relating to the Pass Through Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “"Other Agreements”"), the Pass Through Certificates of each such series that the Trust Supplement applicable is senior to the Pass Through Certificates held by such purchaser. If prior to the Purchasing end of the ten-day period, any other Certificateholder specifies of the same class notifies the purchasing Certificateholder that the other Certificateholder wants to participate in such purchase, then such other Certificateholder may be purchased join with the purchasing Certificateholder to purchase the Pass Through Certificates pro rata based on the interest in the Pass Through Trust held by such Purchasing each Certificateholder. Each payment of the purchase price of the Pass Through Certificates of any series Series shall be made to an account or accounts designated by the Pass Through Trustee and each such purchase shall be subject to the terms of this Section 6.01Section. By Each Certificateholder of any Series agrees by its acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) Pass Through Certificates of a series such Series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Pass Through Certificates with a lower seniority of the purchase price specified herein by one or more Purchasing Certificateholdersherein, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Pass Through Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Indenture Documents and all Pass Through Certificates of such series Series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder purchaser shall assume all of such Selling Certificateholder’s 's obligations under this Pass Through Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Indenture Documents. The Pass Through Certificates of such series Series will be deemed to be purchased on the date of payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder the Certificateholders to deliver any Pass Through Certificates of such series Series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Pass Through Certificates to the Purchasing Certificateholder purchaser and receive the purchase price for such Pass Through Certificates of such series and (ii) if the Purchasing Certificateholder purchaser shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 2.08 hereof to enable new Pass Through Certificates of such series Series to be issued to the Purchasing Certificateholder purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Pass Through Certificates shall be borne by the Purchasing Certificateholderpurchaser thereof.

Purchase Rights of Certificateholders. At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a “"Potential Purchaser” " and, collectively, the “"Potential Purchasers”") will have certain rights to purchase the Certificates of one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by such Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “"Purchasing Certificateholder” " and, collectively, the “"Purchasing Certificateholders”") shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “"Other Agreements”"), the Certificates of each such series that the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01. By acceptance of its Certificate, each Certificateholder (each, a “"Selling Certificateholder” " and, collectively, the “"Selling Certificateholders”") of a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Trig- ▇▇▇▇▇▇ Event, it will, upon payment of the purchase price specified herein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholder.

Purchase Rights of Certificateholders. At By acceptance of its Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain a series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights rights, the exercise of which will be specified in the applicable Trust Supplement, to purchase the class of Certificates of one or more other series, all as set forth in the Trust Supplement applicable with immediate seniority to the Certificates held by such Potential Purchaserthe purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) purchaser shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a multiple series that are subject to the same Intercreditor Agreement (such other AgreementsAgreements as defined in the Trust Supplements establishing 38 32 such series, the “"Other Agreements”"), the Certificates of each such series that the Trust Supplement applicable is senior to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholderpurchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01Section. By Each Certificateholder of any series agrees by its acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) Certificates of a such series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein by one or more Purchasing Certificateholdersherein, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder purchaser shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder purchaser and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder purchaser shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholderpurchaser thereof.

Purchase Rights of Certificateholders. At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a “"Potential Purchaser” " and, collectively, the “"Potential Purchasers”") will have certain rights to purchase the Certificates of one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by such Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “"Purchasing Certificateholder” " and, collectively, the “"Purchasing Certificateholders”") shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “"Other Agreements”"), the Certificates of each such series that the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01. By acceptance of its Certificate, each Certificateholder (each, a “"Selling Certificateholder” " and, collectively, the “"Selling Certificateholders”") of a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment of the purchase price specified herein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder to deliver any 39 -33- Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholder.

Purchase Rights of Certificateholders. At By acceptance of its Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain a series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights rights, the exercise of which will be specified in the applicable Trust Supplement, to purchase the class of Certificates of one or more other series, all as set forth in the Trust Supplement applicable with immediate seniority to the Certificates held by such Potential Purchaserthe purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) purchaser shall certify to the Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a multiple series that are subject to the same Intercreditor Agreement (such other AgreementsAgreements as defined in the Trust Supplements establishing such series, the “"Other Agreements”"), the Certificates of each such series that the Trust Supplement applicable is senior to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such Purchasing Certificateholderpurchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01Section. By Each Certificateholder of any series agrees by its acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) Certificates of a such series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein by one or more Purchasing Certificateholdersherein, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder purchaser shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Selling Certificateholder the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder purchaser and receive the purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder purchaser shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing Certificateholderpurchaser thereof.

Purchase Rights of Certificateholders. At If an Intercreditor Agreement is applicable, by acceptance of its Pass Through Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, with ten days' written notice to the Pass Through Trustee and each other Certificateholder of the same class, each Certificateholder of Pass Through Certificates of certain series (each, a “Potential Purchaser” and, collectively, the “Potential Purchasers”) Series will have certain rights rights, the exercise of which will be specified in the applicable Series Supplement, to purchase all, but not less than all, of the class of Pass Through Certificates of one or more other series, all as set forth in the Trust Supplement applicable senior to the Pass Through Certificates held by such Potential Purchaserthe purchasing Certificateholder. The purchase price with respect to the Pass Through Certificates of any series shall be equal to the Pool Balance of the Pass Through Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Indenture Document or on or in respect of the Certificates Pass Through Certificate of such seriesSeries; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Pass Through Certificates of such series Series shall be effective unless the purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) purchaser shall certify to the Pass Through Trustee that contemporaneously with such purchase, one or more Purchasing Certificateholders are such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Pass Through Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the “"Other Agreements”"), the Pass Through Certificates of each such series that the Trust Supplement applicable is senior to the Pass Through Certificates held by such purchaser. If prior to the Purchasing end of the ten-day period, any other Certificateholder specifies of the same class notifies the purchasing Certificateholder that the other Certificateholder wants to participate in such purchase, then such other Certificateholder may be purchased join with the purchasing Certificateholder to purchase the Pass Through Certificates pro rata based on the interest in the Pass Through Trust held by such Purchasing each Certificateholder. Each payment of the purchase price of the Pass Through Certificates of any series Series shall be made to an account or accounts designated by the Pass Through Trustee and each such purchase shall be subject to the terms of this Section 6.01Section. By Each Certificateholder of any Series agrees by its acceptance of its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) Pass Through Certificates of a series such Series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Pass Through Certificates with a lower seniority of the purchase price specified herein by one or more Purchasing Certificateholdersherein, forthwith sell, assign, transfer and convey to such Purchasing Certificateholder the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Indenture Documents and all Pass Through Certificates of such series Series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder purchaser shall assume all of such Selling Certificateholder’s 's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Indenture Documents. The Pass Through Certificates of such series Series will be deemed to be purchased on the date of payment of the purchase price is made notwithstanding the failure of the Certificateholders to delivery any Selling Certificateholder to deliver any Pass Through Certificates of such series Series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Pass Through Certificates to the Purchasing Certificateholder purchaser and receive the purchase price for such Pass Through Certificates of such series and (ii) if the Purchasing Certificateholder purchaser shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 2.08 hereof to enable new Pass Through Certificates of such series Series to be issued to the Purchasing Certificateholder purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Pass Through Certificates shall be borne by the Purchasing Certificateholderpurchaser thereof.