DEPOSIT IN THE COLLECTION ACCOUNT OF THE
REACQUISITION PRICE AS DESCRIBED IN SECTION 7.08 OR SECTION 7.10, AND UPON
RECEIPT OF A CERTIFICATE OF A SERVICING OFFICER IN THE FORM ATTACHED HERETO AS
EXHIBIT G, THE INDENTURE TRUSTEE SHALL RELEASE ITS LIEN ON AND THE TRUST SHALL
ASSIGN TO THE SELLER ALL OF THE TRUST'S RIGHT, TITLE AND INTEREST IN THE
REACQUIRED CONTRACT WITHOUT RECOURSE, REPRESENTATION OR WARRANTY, EXCEPT AS TO
THE ABSENCE OF LIENS, CHARGES OR ENCUMBRANCES CREATED BY OR ARISING AS A RESULT
OF ACTIONS OF THE TRUSTEES.
SECTION 7.10.
SELLER'S REACQUISITION OPTION.
AS PROVIDED IN THE
TRANSFER AND SALE AGREEMENT, ON WRITTEN NOTICE TO THE OWNER TRUSTEE AND
INDENTURE TRUSTEE AT LEAST 20 DAYS PRIOR TO A DISTRIBUTION DATE, AND PROVIDED
THAT THE POOL BALANCE IS THEN LESS THAN 10% OF THE SUM OF THE POOL BALANCE AS OF
THE INITIAL CUTOFF DATE PLUS THE PRE-FUNDED AMOUNT AS OF THE CLOSING DATE, THE
SELLER MAY (BUT IS NOT REQUIRED TO) PURCHASE ON THAT DISTRIBUTION DATE ALL
OUTSTANDING CONTRACTS (AND RELATED CONTRACT ASSETS) AT A PRICE EQUAL TO THE
AGGREGATE UNPAID PRINCIPAL BALANCE OF THE NOTES ON THE PREVIOUS DISTRIBUTION
DATE PLUS THE AGGREGATE OF THE NOTE INTEREST DISTRIBUTABLE AMOUNT FOR THE
CURRENT DISTRIBUTION DATE, THE REIMBURSEMENT AMOUNT (IF ANY) AS WELL AS ACCRUED
AND UNPAID MONTHLY SERVICING FEES AND THE INDENTURE TRUSTEE FEE TO THE DATE OF
SUCH REACQUISITION.
SUCH PRICE SHALL BE DEPOSITED IN THE COLLECTION ACCOUNT NOT
LATER THAN ONE (1) BUSINESS DAY BEFORE SUCH DISTRIBUTION DATE, AGAINST THE OWNER
TRUSTEE'S AND INDENTURE TRUSTEE'S RELEASE OF THE CONTRACTS AND THE CONTRACT
FILES TO THE SELLER.
ARTICLE EIGHT
EVENTS OF TERMINATION; SERVICE TRANSFER
SECTION 8.01.
EVENTS OF TERMINATION.
"EVENT OF TERMINATION" MEANS
THE OCCURRENCE OF ANY OF THE FOLLOWING:
(a)
Any failure by the Servicer or the Seller to make any payment or
deposit required to be made hereunder or in the Transfer and Sale Agreement (or
in any Subsequent Purchase Agreement or Subsequent Transfer Agreement) and the
continuance of such failure for a period of four Business Days after the date on
which such payment or deposit was due;
(b)
Failure on the Servicer's or the Seller's part to observe or
perform in any material respect any covenant or agreement in this Agreement or
in the Transfer and Sale Agreement (or in any Subsequent Purchase Agreement or
Subsequent Transfer Agreement) (other than a covenant or agreement, the breach
of which is specifically addressed elsewhere in this Section) which continues
unremedied for 30 days after the date on which such failure commences;
(c)
Any assignment by the Servicer or the Seller of its duties or
rights hereunder or under the Transfer and Sale Agreement (or under any
Subsequent Purchase Agreement or Subsequent Transfer Agreement), except as
specifically permitted hereunder or thereunder, or any attempt to make such an
assignment;
51
(d)
An involuntary case under any applicable bankruptcy, insolvency or
other similar law shall have been commenced in respect of the Servicer or Trust
Depositor