Common use of Optional Preservation of the Receivables Clause in Contracts

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TAFR LLC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto, the Swap Counterparty, the Holder of the Revolving Liquidity Note and the Noteholders that there be at all times sufficient funds for the payment of any obligations under the Interest Rate Swap Agreement to the Swap Counterparty and principal of and interest on the Notes, payment of amounts due to the Holder of the Revolving Liquidity Note, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv5.04(d)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% of the Outstanding Amount of the (a) Class A Notes, Notes (acting together as a single class Class) so long as any amounts remain unpaid with respect to such Notes or (b) after the Class A Notes have been paid in full, the Class B Notes or (c) after the Class B Notes have been paid in full, the Class C Notes, (in each case excluding from such action and calculation all Notes held by TMCC, TAFR LLC TMCRC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto, the Swap Counterparty, the Holder of the Revolving Liquidity Note hereto and the Noteholders that there be at all times sufficient funds for the payment of any obligations under the Interest Rate Swap Agreement to the Swap Counterparty and principal of and interest on the Notes, payment of amounts due to the Holder of the Revolving Liquidity Note, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% a majority of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TAFR LLC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto, the Swap Counterparty, the Holder of the Revolving Liquidity Note Counterparty and the Noteholders that there be at all times sufficient funds for the payment of any obligations under the Interest Rate Swap Agreement to the Swap Counterparty and principal of and interest on the Notes, payment of amounts due to the Holder of the Revolving Liquidity Note, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv5.04(c)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TAFR LLC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto, the Swap Counterparty, the Holder of the Revolving Liquidity Note Counterparty and the Noteholders that there be at all times sufficient funds for the payment of any obligations under the Interest Rate Swap Agreement to the Swap Counterparty and principal of and interest on the Notes, payment of amounts due to the Holder of the Revolving Liquidity Note, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv), if If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% a majority of the Outstanding Amount of the Class A Notes, acting together voting as a single class (excluding from such action and calculation all any Notes held by TMCCNMAC, TAFR LLC NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto[, the [Swap Counterparty, the Holder of the Revolving Liquidity Note Counterparty][Cap Provider]] and the Noteholders that there be at all times sufficient funds for the payment of any obligations under the Interest Rate Swap Agreement to the Swap Counterparty and principal of and interest on the Notes, payment of amounts due to Notes [and the Holder of [Swap Counterparty][Cap Provider] under the Revolving Liquidity NoteInterest Rate [Swap][Cap] Agreement(s)], and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv5.04(c)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TAFR LLC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto, the Swap Counterparty, the Holder of the Revolving Liquidity Note and the Noteholders that there be at all times sufficient funds for the payment of any obligations under the Interest Rate Swap Agreement to the Swap Counterparty and principal of and interest on the Notes, payment of amounts due to the Holder of the Revolving Liquidity Note, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv5.04(c)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TAFR LLC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto[, the Swap Counterparty, ,] [the Holder of the Revolving Liquidity Note Note] and the Noteholders that there be at all times sufficient funds for the payment of [any obligations under the Interest Rate Swap Agreement to the Swap Counterparty and and] principal of and interest on the Notes, [payment of amounts due to the Holder of the Revolving Liquidity Note, ,] and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% a majority of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TAFR LLC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto, [the Swap Counterparty], [the Holder of the Revolving Liquidity Note Note] and the Noteholders that there be at all times sufficient funds for the payment of [any obligations under the Interest Rate Swap Agreement to the Swap Counterparty Counterparty] and principal of and interest on the Notes, [payment of amounts due to the Holder of the Revolving Liquidity Note], and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv), if If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% a majority of the Outstanding Amount of the Class A Notes, acting together voting as a single class (excluding from such action and calculation all any Notes held (Nissan 2008-C Indenture) by TMCCNMAC, TAFR LLC NARC II or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto, the Swap Counterparty, the Holder of the Revolving Liquidity Note Counterparty and the Noteholders that there be at all times sufficient funds for the payment of any obligations under the Interest Rate Swap Agreement to the Swap Counterparty and principal of and interest on the Notes, payment of amounts due to Notes and the Holder of Swap Counterparty under the Revolving Liquidity NoteInterest Rate Swap Agreement(s), and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

Optional Preservation of the Receivables. Except as provided in Section 5.04(b)(iv5.04(c)(iv), if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least 51% of the Outstanding Amount of the Class A Notes, acting together as a single class (excluding from such action and calculation all Notes held by TMCC, TAFR LLC TMCRC or any of their Affiliates), but need not, elect to maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto, the Swap Counterparty, the Holder of the Revolving Liquidity Note Counterparty and the Noteholders that there be at all times sufficient funds for the payment of any obligations under the Interest Rate Swap Agreement to the Swap Counterparty and principal of and interest on the Notes, payment of amounts due to the Holder of the Revolving Liquidity Note, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.