Common use of Optional Purchase of All Receivables Clause in Contracts

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) IfSubject to Section 10.1(a) of the Indenture, as of on the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 105% of the Original Pool Balance as of the Cutoff DateBalance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Collection AccountTrust Accounts; provided, however, that the Note Payment Account, amount to be paid for such purchase (as set forth in the Certificate Payment Account following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Reserve AccountNotes. To exercise such option, the Servicer or the Seller, as the case may be, shall notify deposit or cause to be deposited, pursuant to Section 5.6, in the Depositor, Collection Account an amount (the Owner Trustee, “Optional Purchase Amount”) equal to the Indenture Trustee greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the Rating Agencies no later than ten distributions required to be made pursuant to Section 5.7 on such date and (10ii) days prior to the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such repurchase optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to be effected and shall deposit into the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the Business Day preceding such related Distribution Date an amount equal to (either because less than the aggregate entire Optional Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value is deposited to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds for such or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date pursuant to this Section (a) is at least equal on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the sum of all amounts due to Certificateholders in accordance with the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVTrust Agreement.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 105% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, if necessary, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and unreimbursed Unrelated AmountsAsset Representations Reviewer Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution prior to the related Payment Date an amount equal to the aggregate Purchase Amount Price for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period) (the “Optional Purchase Price”). Notwithstanding the foregoing, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option on any Payment Date unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of (i) the Note Balance as of such Payment Date, (ii) accrued but unpaid interest on each Class of Notes at the related Interest Rate, (iii) all amounts due to the Servicer under this Agreement plus the Note Balance plus in respect of its servicing compensation, any unreimbursed Advances and Nonrecoverable Advances and all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due owing to the Servicer for any outstanding and unreimbursed Simple Interest AdvancesTrustees, any outstanding Backup Servicer and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the TrustAdministrator. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all other Available Funds, shall be used to make payments in full to the Noteholders in the manner set forth in Section 5.04. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed in whole but not in part on the related Payment Date for the Redemption Price. The obligations of the Servicer under this Agreement, except pursuant to Article IVSeven, shall terminate upon the purchase of the Receivables by the Servicer under this Section. The Servicer agrees to give the Indenture Trustee notice, at least 30 days prior to the Payment Date on which such purchase is to be effected, that the Servicer reasonably believes that the Pool Balance will be less than or equal to 10% of the Cutoff Date Pool Balance as of the last day of the current Collection Period and that the Servicer expects (but is not obligated) to provide the notice required in the first paragraph of this Section and thereafter to purchase the Trust Estate (other than the Reserve Account) as provided in the first paragraph of this Section.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account and the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes Certificate Balance. The Purchase Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts due to in the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage multiplied by the Original Pool Balance as of Balance, the Cutoff Date, Servicer or any successor to the Servicer shall have the option to purchase on purchase, or cause to be purchased, the following Distribution Date corpus of the Owner Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Collection Account, Optional Purchase Price (the Note Payment Account, the Certificate Payment Account and the Reserve Account“Optional Purchase”). To exercise such option, the Servicer or any successor to the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies of its intention to do so in writing, no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 5.05 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Optional Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account Price (or the Reserve Accountdeposit in cash of such lesser amount as provided in Section 9.01(b)), such value and shall succeed to be determined by an appraiser mutually agreed upon by all interests in and to the Servicer, Trust Estate and the Owner Trustee and the Indenture TrusteeTrust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Mxxxx’x, or if NMAC shall then be permitted to exercise such option unrated by Mxxxx’x, then the rating of Nissan Capital of America, Inc., is less than “Ba1” by Mxxxx’x, unless the amount to be deposited in Owner Trustee and the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal Indenture Trustee shall have received an Opinion of Counsel to the sum effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAgreement. Upon such paymentdeposit of the amount necessary to purchase the corpus of the Owner Trust Estate, the Servicer shall succeed for all purposes of this Agreement be deemed to and own have released all interests claims for reimbursement of Outstanding Advances made in and to respect of the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVReceivables.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) IfSubject to Section 10.1(a) of the Indenture, as of on the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance as of the Cutoff DateBalance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Collection AccountTrust Accounts; provided, however, that the Note Payment Account, amount to be paid for such purchase (as set forth in the Certificate Payment Account following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Reserve AccountNotes. To exercise such option, the Servicer or the Seller, as the case may be, shall notify deposit or cause to be deposited, pursuant to Section 5.6, in the DepositorCollection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the fair market value of the Trust Estate (as defined in the Indenture) other than the Reserve Account. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), the Owner Trustee, then the Indenture Trustee and will return to each Person that deposited amounts to the Rating Agencies no later than ten (10) days prior to Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which such repurchase is the optional purchase was intended to be effected and shall deposit into made, prior to any other allocations from the Collection Account on in accordance with Section 5.7(a) hereof, Section 5.6 of the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value Indenture or any other provision of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVBasic Document.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountTrust Accounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Class A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and amounts due to the Trustee, the Note Payment AccountTrust Collateral Agent, the Certificate Payment Account Collateral Agent, the Backup Servicer, the Custodian, the Designated Backup Subservicer and the Reserve AccountOwner Trustee hereunder or under the Trust Agreement. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.6 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other Trust Property, if necessary, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Insurer (as the Controlling Party) and the Indenture Trustee; providedTrust Collateral Agent or such amount as the Servicer, howeverInsurer and Trust Collateral Agent may mutually agree, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for If the Servicer does not exercise its rights with respect to the optional purchase on the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) one twelfth, (ii) 0.50% and (iii) the outstanding principal balance on the Class A-3 Notes as of such Distribution Date, shall be used Date pursuant to make payments in full clause (xi) under Section 5.7 herein. The Policy does not guarantee payment of any additional amounts that become due to the Noteholders in Class A-3 Notes pursuant to the manner set forth in Article IVimmediately preceding sentence.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% the product of (i) the Optional Purchase Percentage, and (ii) the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account and the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on 15th day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes Certificate Balance. The Purchase Amount, any Negative Carry Amounts and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts due to in the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account and the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes Certificate Balance. The Purchase Amount, any Negative Carry Amounts and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts due to in the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On any Payment Date on or after the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff DateOriginal Collateral Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountTrust Accounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior subject to the Distribution Date on which such repurchase is to be effected and shall proviso below) deposit into in the Collection Account on the Business Day preceding such Distribution Date pursuant to Section 5.6 an amount equal to the aggregate Purchase Amount for fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other Trust Property, if necessary, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Servicer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds paid for such Distribution Date pursuant purchase shall be sufficient to this Section pay the (ai) is at least the aggregate outstanding Note Balance, (ii) accrued and unpaid interest on the Notes, and (iii) the unpaid expenses of the Trust, including without limitation expenses incurred by the Trust in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the sum fair market value of the Receivables and written instructions from the Servicer, the Indenture Trustee shall direct the Custodian to release (and the Custodian shall promptly release) to the Servicer or its designee the related Receivables Files and shall execute and deliver all amounts reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Indenture Trustee and necessary to vest in the Servicer or such designee title to the Grantor Trust Certificate. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and principal that would be due to the Servicer under this Agreement plus Securityholders on such Payment Date as if such option to purchase the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVOwner Trust Estate had never been exercised.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account and or the Secondary Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account and Secondary Reserve Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage multiplied by the Original Pool Balance as of Balance, the Cutoff Date, Servicer or any successor to the Servicer shall have the option to purchase on purchase, or cause to be purchased, the following Distribution Date corpus of the Owner Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Collection Account, Optional Purchase Price (the Note Payment Account, the Certificate Payment Account and the Reserve Account"Optional Purchase"). To exercise such option, the Servicer or any successor to the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies of its intention to do so in writing, no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 5.05 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Optional Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account Price (or the Reserve Accountdeposit in cash of such lesser amount as provided in Section 9.01(b)), such value and shall succeed to be determined by an appraiser mutually agreed upon by all interests in and to the Servicer, Trust Estate and the Owner Trustee and the Indenture TrusteeTrust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Moody's, or if NMAC shall then be permitted to exercise such option unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less then "Ba1" by Moody's, unless the amount to be deposited in Owner Trustee and the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal Indenture Trustee shall have received an Opinion of Counsel to the sum effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAgreement. Upon such paymentdeposit of the amount necessary to purchase the corpus of the Owner Trust Estate, the Servicer shall succeed for all purposes of this Agreement be deemed to and own have released all interests claims for reimbursement of Outstanding Advances made in and to respect of the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVReceivables.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On any Payment Date on or after the last day of any Collection Period, Period as of which the Pool Collateral Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff DateOriginal Collateral Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountTrust Accounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior subject to the Distribution Date on which such repurchase is to be effected and shall proviso below) deposit into in the Collection Account on the Business Day preceding such Distribution Date pursuant to Section 5.6 an amount equal to the aggregate Purchase Amount for fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other Trust Property, if necessary, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Servicer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds paid for such Distribution Date pursuant purchase shall be sufficient to this Section pay the (ai) is at least the aggregate outstanding Note Balance, (ii) accrued and unpaid interest on the Notes, and (iii) the unpaid expenses of the Trust, including without limitation expenses incurred by the Trust in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the sum fair market value of the Receivables and written instructions from the Servicer, the Trustee shall release to the Servicer or its designee the related Receivables Files and shall execute and deliver all amounts reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in the Servicer or such designee title to the Receivables including a Trustee’s Certificate in the form of Exhibit F-2. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and principal that would be due to the Servicer under this Agreement plus Securityholders on such Payment Date as if such option to purchase the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVOwner Trust Estate had never been exercised.

Optional Purchase of All Receivables. (a) If, as of On any Payment Date on or after the last day of any Collection Period, Period as of which the Pool Collateral Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff DateOriginal Collateral Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, Trust Accounts (with the consent of the Note Payment Account, Insurer if such purchase would result in a claim on the Certificate Payment Account and Note Policy or would result in any amount owing under the Reserve AccountInsurance Agreement remaining unpaid). To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior subject to the Distribution Date on which such repurchase is to be effected and shall proviso below) deposit into in the Collection Account on the Business Day preceding such Distribution Date pursuant to Section 5.6 an amount equal to the aggregate Purchase Amount for fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other Trust Property, if necessary, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Note Insurer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds paid for such Distribution Date pursuant purchase shall be sufficient to this Section pay the (ai) is at least the aggregate outstanding Note Balance, (ii) the outstanding Residual Certificate Notional Balance, (iii) accrued and unpaid interest on the Notes, (iv) any accrued and unpaid Residual Certificate Interest Distributable Amount, (v) any unpaid Supplemental Residual Certificate Distribution, and (vi) the unpaid expenses of the Trust and the Note Insurer (and any expense reimbursements due to any Person under the Insurance Agreement), including without limitation expenses incurred by the Trust and the Note Insurer in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the sum fair market value of the Receivables and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables Files and shall execute and deliver all amounts reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivables including a Trustee's Certificate in the form of Exhibit F-2. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and principal that would be due to the Servicer under this Agreement plus Securityholders on such Payment Date as if such option to purchase the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVOwner Trust Estate had never been exercised.

Optional Purchase of All Receivables. (a) If, as of On the last day of ------------------------------------ any Collection PeriodMonthly Period as of which (i) the Aggregate Receivables Balance is 10% or less of the Aggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Pool Balance shall be less than or equal to 10% of Class A-2 Notes and the Pool Balance as of the Cutoff DateClass A-3 Notes have been paid in full, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, Estate other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account and the Reserve Distribution Account. To If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Property, if necessary, other than Estate (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trustee Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (aDesignated Accounts) is must be at least equal to the sum aggregate Redemption Price of all amounts due the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsMonthly Period in which such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVAccount).

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Monthly Period as of which the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the Pool Balance as of the Cutoff DateInitial Aggregate Receivables Balance, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account and the Reserve Distribution Account. To If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust Property, if necessary, other than (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Owner Trustee Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account plus Available Funds for such Designated Accounts and the Certificate Distribution Date pursuant to this Section (aAccount) is must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds plus the sum of all amounts due the Certificate Balance and the Certificateholders' Interest Distributable Amount for the Distribution Date related to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsMonthly Period in which such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Trust (other than the Designated Accounts and the Certificate Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVAccount).

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Original Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account and the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes Certificate Balance. The Purchase Amount, any Negative Carry Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts due to in the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, if necessary, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Monthly Period as of which the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the Pool Balance as of the Cutoff DateAggregate Starting Receivables Balance, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, Estate other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account and the Reserve Distribution Account. To If the Servicer’s long term unsecured debt rating from Xxxxx’x is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Property, if necessary, other than Estate (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner each Trustee and the Indenture Trustee; providedAgent. If the Servicer’s long term unsecured debt rating from Xxxxx’x is less than Baa3 at the time that it seeks to exercise such option, howeverthen to exercise such option, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus Available Funds for the appraised value of any such Distribution Date pursuant other property contained in the Owner Trust Estate (less the Liquidation Expenses to this Section be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer, each Trustee and the Agent; provided, in all events that such amount (awhen added to any funds then on deposit in the Designated Accounts) is must be at least equal to the sum aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for, together with all Other Obligations accrued or to accrue and amounts due the Swap Counterparty through, the Distribution Date related to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsMonthly Period in which such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVAccount).

Optional Purchase of All Receivables. (a) If, as of On any Payment Date on or after the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountTrust Accounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior subject to the Distribution Date on which such repurchase is to be effected and shall proviso below) deposit into in the Collection Account on the Business Day preceding such Distribution Date pursuant to Section 5.6 an amount equal to the aggregate Purchase Amount for fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other Trust Property, if necessary, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Servicer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds paid for such Distribution Date pursuant purchase shall be sufficient to this Section pay the (ai) is at least the aggregate outstanding Note Balance, (ii) accrued and unpaid interest on the Notes, and (iii) the unpaid expenses of the Trust, including without limitation expenses incurred by the Trust in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the sum fair market value of the Receivables and written instructions from the Servicer, the Trustee shall release to the Servicer or its designee the related Receivables Files and shall execute and deliver all amounts reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in the Servicer or such designee title to the Receivables including a Trustee’s Certificate in the form of Exhibit F-2. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and principal that would be due to the Servicer under this Agreement plus Securityholders on such Payment Date as if such option to purchase the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVOwner Trust Estate had never been exercised.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustee, the Insurer and the Rating Agencies no later than ten thirty (1030) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture TrusteeInsurer; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus the Certificate Balance plus all accrued but unpaid interest (including any overdue interest) on the Certificates plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsInsurer under the Transaction Documents or the Policy. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account, shall be used to make payments in full to the Noteholders Noteholders, the Certificateholders and the Insurer in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance as of the Cutoff DateBalance, the Servicer Seller shall have the option to purchase on the following corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account(iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the DepositorTrustee in writing, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 4.06 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust Property, if necessary, other than (less liquidation expenses to be incurred in connection with the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such paymentSeller, the Servicer and the Trustee, and shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The aggregate Purchase Amount for such Distribution Date, payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IVSection 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and any outstanding and unreimbursed Unrelated Swap Termination Payment Amounts, if any. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (asuch purchase, the “Optional Purchase”) If, and the other assets in the Trust Estate (other than the Reserve Account) on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of any the related Collection Period, the Pool Balance shall be less than or equal has declined to 10% or less of the Pool Balance as of the Cutoff DateCut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Collections for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes, (C) the aggregate Outstanding Note Balance of all of the Notes, as determined by the Indenture Trustee and (D) expenses (including indemnification amounts) due to the Owner Trustee, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountIndenture Trustee, the Note Payment Account, the Certificate Payment Account Administrator and the Reserve AccountServicer, which have not been previously paid. To exercise such option, the Servicer shall notify deposit the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit Optional Purchase Price into the Collection Account on the Business Day preceding prior to such Distribution Date an amount Payment Date. The Servicer shall furnish written notice of such election to the Indenture Trustee and the Owner Trustee not later than twenty (20) days (or such longer period as may be required by the Clearing Agency in connection with the Note Depository Agreement for notice in connection with a redemption of the Notes) prior to the Redemption Date. Following its receipt of such notice, (i) the Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Noteholders of record on such date and (ii) the Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Certificateholders of record on such date. The purchase price for the Trust Estate (other than the Reserve Account) under this Section 6.6 shall be equal to the aggregate Optional Purchase Amount for Price. If the Receivables, plus Servicer exercises its option to purchase the appraised value of any other Trust Property, if necessary, Estate (other than the Collection Reserve Account), the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to Notes shall be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee redeemed and the Indenture Trustee; provided, however, that the Servicer shall in each case in whole but not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) part on the Notes plus all amounts due to Redemption Date for the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVRedemption Price.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Period as of which the Pool Aggregate Principal Balance shall be less than or equal to 10% of the Original Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountTrust Accounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Class A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and amounts due to the Trustee, the Note Payment AccountTrust Collateral Agent, the Certificate Payment Account Collateral Agent, the Backup Servicer, the Custodian, the Designated Backup Subservicer and the Reserve AccountOwner Trustee hereunder or under the Trust Agreement. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.6 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other Trust Property, if necessary, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Insurer (as the Controlling Party) and the Indenture Trustee; providedTrust Collateral Agent or such amount as the Servicer, howeverInsurer and Trust Collateral Agent may mutually agree, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for If the Servicer does not exercise its rights with respect to the optional purchase on the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) one twelfth, (ii) 0.50% and (iii) the outstanding principal balance on the Class A-3 Notes as of such Distribution Date, Date pursuant to clause (xi) under Section 5.7 herein. Such additional amounts shall not be used to make payments included in full the calculation of Noteholders’ Monthly Interest Distributable Amount or in any other calculations derived therefrom. The Policy does not guarantee payment of any additional amounts that become due to the Noteholders in Class A-3 Notes pursuant to the manner set forth in Article IVimmediately preceding sentence.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Original Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account and the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes Certificate Balance. The Purchase Amount, any Negative Carry Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts due in the Supplemental Reserve Account, plus to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, extent necessary all amounts in the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as If on any Payment Date the Note Balance of the last day of any Collection Period, the Pool Balance Notes shall be less than or equal to 10[__]% of the Pool Balance as of the Cutoff Initial Note Balance, after giving effect to all principal payments made on such Payment Date, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, if necessary, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and unreimbursed Unrelated AmountsAsset Representations Reviewer Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of On the Distribution Date following the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance as of Balance, the Cutoff DateTransferor, the Servicer or any successor to the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Accounts and the Certificate Distribution Account. Notwithstanding the foregoing, the Note Payment AccountTransferor, the Certificate Payment Account Servicer or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3 by Moody's or BBB- by Standard & Poor's unless the Owner Trustee and the Reserve AccountIndenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance or the Rating Agency is otherwise satisfied as evidenced by written notice from the Rating Agency to the Indenture Trustee. To exercise such option, on the related Deposit Date the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10deposit pursuant to Section 4.05(a) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any such other Trust Property, if necessary, property held by the Issuer other than the Collection Account, the Note Payment Account, Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the ServicerServicer and the Trustees, and shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, the Owner Trustee and Transferor, the Indenture Trustee; provided, however, that Servicer or any successor to the Servicer shall not be permitted to exercise such option unless if the amount to be deposited in distributed to Securityholders on the Collection Account plus Available Funds for such related Distribution Date would be less than the Note Distributable Amount and Certificate Distributable Amount. In the event that both the Transferor and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section Section, the party first notifying the Indenture Trustee (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) based on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon Indenture Trustee's receipt of such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, notice) shall be used permitted to make payments in full to purchase the Noteholders in the manner set forth in Article IVReceivables.

Optional Purchase of All Receivables. (a) If, as As of the last day of Business Day in any Collection Period, Period as of which the Pool Balance (expressed as a percentage) of initial Pool Balance shall be equal to or less than or equal to 10% of the Pool Balance as of the Cutoff DateOptional Purchase Percentage, the Servicer shall have the option to purchase on the following corpus of the Trust; provided that the Servicer shall not exercise such option to purchase if the purchase price, as specified below, is less than the amount required in order to distribute to certificateholders in accordance with Section 7.5 the sum of the Class A Certificate Balance, the Class A Interest Distributable Amount, the Class B Certificate Balance and the Class B Interest Distributable Amount for the Distribution Date on which the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Accountpurchase price is applied to make such distributions. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Paying Agent, and the Rating Agencies Transfer Agent and Certificate Registrar in writing, no later than ten (10) days prior to the Distribution Date on fifth calendar day of the month in which such repurchase purchase is to be effected and of its intention to effect such purchase. On the Deposit Date in such month, the Servicer shall deposit into pay the Collection Account on the Business Day preceding such Distribution Date an amount equal to lower of (i) the aggregate Purchase Amount for the Receivables (including Defaulted Receivables, plus ) and (ii) the appraised fair market value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Receivables and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the TrustTrust property. The aggregate Purchase Amount for such Distribution Date, payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IVSection 7.4, and shall be distributed pursuant to Section 7.5. The Trustee shall not permit the purchase of the corpus of the Trust pursuant to this Section unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Trustee an Opinion of Counsel in form reasonably satisfactory to the Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Servicer Seller shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and Account, the Reserve Fund and any Collateral Support Account. To exercise such option, the Servicer Seller shall notify the Depositor, the Master Servicer, the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty and the Rating Agencies no later Agencies, not fewer than ten (10) 15 nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, if necessary, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Servicer Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees plus all amounts owed to the Swap Counterparty, including Net Swap Payments and unreimbursed Unrelated AmountsSwap Termination Payments, if any. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage multiplied by the Original Pool Balance as of Balance, the Cutoff Date, Servicer or any successor to the Servicer shall have the option to purchase on purchase, or cause to be purchased, the following Distribution Date corpus of the Owner Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Collection Account, Optional Purchase Price (the Note Payment Account, the Certificate Payment Account and the Reserve Account“Optional Purchase”). To exercise such option, the Servicer or any successor to the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies of its intention to do so in writing, no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 5.05 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Optional Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account Price (or the Reserve Accountdeposit in cash of such lesser amount as provided in Section 9.01(b)), such value and shall succeed to be determined by an appraiser mutually agreed upon by all interests in and to the Servicer, Trust Estate and the Owner Trustee and the Indenture TrusteeTrust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Mxxxx’x, or if NMAC shall then be permitted to exercise such option unrated by Mxxxx’x, then the rating of Nissan Capital of America, Inc., is less than “Ba1” by Mxxxx’x, unless the amount to be deposited in Owner Trustee and the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal Indenture Trustee shall have received an Opinion of Counsel to the sum effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained (Nissan _____ Sale and Servicing Agreement) therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAgreement. Upon such paymentdeposit of the amount necessary to purchase the corpus of the Owner Trust Estate, the Servicer shall succeed for all purposes of this Agreement be deemed to and own have released all interests claims for reimbursement of Outstanding Advances made in and to respect of the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVReceivables.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, [the Backup Servicer,] the Owner Trustee, the Indenture Trustee Trustee[, the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and any outstanding and unreimbursed Unrelated Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Monthly Period as of which the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the Pool Balance as of the Cutoff DateAggregate Starting Receivables Balance, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, Estate other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account and the Reserve Distribution Account. To If the Servicer’s long term unsecured debt rating from Xxxxx’x is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Property, if necessary, other than Estate (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer’s long term unsecured debt rating from Xxxxx’x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trustee Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (aDesignated Accounts) is must be at least equal to the sum aggregate Redemption Price of all amounts due the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsMonthly Period in which such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVAccount).

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection PeriodMonthly Period as of which (i) the Aggregate Receivables Balance is 10% or less of the Aggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Pool Balance shall be less than or equal to 10% of Class A-2 Notes and the Pool Balance as of the Cutoff DateClass A-3 Notes have been paid in full, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, Estate other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account and the Reserve Distribution Account. To If the Servicer’s long term unsecured debt rating from Xxxxx’x is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Property, if necessary, other than Estate (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer’s long term unsecured debt rating from Xxxxx’x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trustee Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (aDesignated Accounts) is must be at least equal to the sum aggregate Redemption Price of all amounts due the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsMonthly Period in which such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVAccount).

Optional Purchase of All Receivables. (a) If, On each Distribution Date following a Record Date as of the last day of any Collection Period, which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance as of the Cutoff DateBalance, the Servicer Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase on the following corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any outstanding Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for such Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account(iv) any outstanding Class B Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the DepositorTrustee in writing, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution tenth day of the month in which the Record Date on as of which such repurchase purchase is to be effected and, if there are any Book-Entry Certificates, the Clearing Agency in accordance with the Letter of Representations, and shall deposit into pursuant to Section 14.06 in the Collection Certificate Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account(less liquidation expenses), such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Servicer and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust; provided, however, the Seller or the Servicer, or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance. The aggregate Purchase Amount for such Distribution Date, payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IVSection 14.06(a)(i), and shall be distributed pursuant to Section 14.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. (a) Ifa)If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten thirty (1030) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (asuch purchase, the “Optional Purchase”) If, and the other assets in the Trust Estate (other than the Reserve Account) on any Payment Date (the “Optional Purchase Date”) if both of the following conditions are satisfied: (i) as of the last day of any the related Collection Period, the Pool Balance shall be has declined to 5.0% or less than or equal to 10% of the Pool Balance as of the Cutoff DateCut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Collections for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes, (C) the aggregate unpaid Note Balance of all of the Outstanding Notes as determined by the Indenture Trustee and (D) expenses (including indemnification amounts) due to the Owner Trustee, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountIndenture Trustee, the Note Payment Account, the Certificate Payment Account Administrator and the Reserve AccountServicer, which have not been previously paid. To exercise such option, the Servicer shall notify deposit the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit Optional Purchase Price into the Collection Account on the Business Day preceding prior to the Optional Payment Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty (20) days (or such Distribution Date an amount longer period as may be required by the Clearing Agency in connection with the Note Depository Agreement for notice in connection with a redemption of the Notes) prior to the Optional Purchase Date. Following its receipt of such notice, (i) the Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to the Noteholders of record on such date and (ii) the Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to the Certificateholders of record on such date. The purchase price for the Trust Estate (other than the Reserve Account) under this Section 6.6 shall be equal to the aggregate Optional Purchase Amount for Price. If the Receivables, plus Servicer exercises its option to purchase the appraised value of any other Trust Property, if necessary, Estate (other than the Collection Reserve Account), the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to Notes shall be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee redeemed and the Indenture Trustee; provided, however, that the Servicer shall in each case in whole but not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) part on the Notes plus all amounts due to Optional Purchase Date for the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVRedemption Price.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance as of the Cutoff DateBalance, the Servicer Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase on the following Distribution Date corpus of the Owner Trust Estate, other ; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Noteholders of any Class or Certificateholders would be less than the Collection Accountaggregate Outstanding Amount or Certificate Balance, as the Note Payment Accountcase may be, plus the Certificate Payment Account sum of (i) the Noteholders' Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Interest Carryover Shortfall with respect to any Class of Notes, (iii) the Certificateholders' Interest Distributable Amount for the related Distribution Date and the Reserve Account(iv) any unpaid Certificateholders' Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies in writing, no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 5.06 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust Property, if necessary, other than (less liquidation expenses to be incurred in connection with the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the TrustTrust Estate and the Owner Trust Estate. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Owner Trustee and Indenture Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Owner Trustee and the Indenture Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The aggregate Purchase Amount for such Distribution Date, payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IVSection 5.06, and shall be distributed pursuant to Section 5.07. In the event that both the Sellerand the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Owner Trustee (based on the Owner Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution prior to the related Payment Date an amount equal to the aggregate Purchase Amount Price for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period) (the “Optional Purchase Price”), plus less the appraised value of any other Trust PropertyReserve Account Amount, if necessary, other than which funds shall be transferred from the Reserve Account to the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option on any Payment Date unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of (i) the Note Balance as of such Payment Date, (ii) accrued but unpaid interest on each Class of Notes at the related Interest Rate, (iii) all amounts due to the Servicer under this Agreement plus the Note Balance plus in respect of its servicing compensation, any unreimbursed Advances and Nonrecoverable Advances and all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due owing to the Servicer for any outstanding and unreimbursed Simple Interest AdvancesTrustees, the Asset Representations Reviewer, any outstanding Backup Servicer and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the TrustAdministrator. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all other Available Funds, shall be used to make payments in full to the Noteholders in the manner set forth in Section 5.04. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed in whole but not in part on the related Payment Date for the Redemption Price. The obligations of the Servicer under this Agreement, except pursuant to Article IVSeven, shall terminate upon the purchase of the Receivables by the Servicer under this Section. The Servicer agrees to give the Indenture Trustee notice, at least 30 days prior to the Payment Date on which such purchase is to be effected, that the Servicer reasonably believes that the Pool Balance will be less than or equal to 10% of the Cutoff Date Pool Balance as of the last day of the related Collection Period and that the Servicer expects (but is not obligated) to provide the notice required in the first paragraph of this Section and thereafter to purchase the Trust Estate (other than the Reserve Account) as provided in the first paragraph of this Section.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10__% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, if necessary, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustee, the Insurer and the Rating Agencies no later than ten twenty (1020) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the ---- appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture TrusteeInsurer; provided, however, -------- ------- that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of the Note Balance plus all amounts due to accrued but unpaid ---- interest (including any overdue interest) on the Servicer under this Agreement Notes plus the Note Certificate ---- Balance plus all accrued but unpaid interest (including any overdue interest) on ---- the Notes Certificates plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsInsurer under the Transaction ---- Documents or the Policy. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve ---- Account, shall be used to make payments in full to the Noteholders Noteholders, the Certificateholders and the Insurer in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, [the Backup Servicer,] the Owner Trustee, the Indenture Trustee Trustee[, the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and any outstanding and unreimbursed Unrelated Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Monthly Period as of which the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the Pool Initial Aggregate Receivables Balance as of and both the Cutoff DateClass A-1 Notes and the Class A-2 Notes have been paid in full, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account and the Reserve Distribution Account. To If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust Property, if necessary, other than (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Owner Trustee Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account plus Available Funds for such Designated Accounts and the Certificate Distribution Date pursuant to this Section (aAccount) is must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds plus the sum of all amounts due the Aggregate Certificate Balance and the Certificateholders' Interest Distributable Amount for the Distribution Date related to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsMonthly Period in which such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Trust (other than the Designated Accounts and the Certificate Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVAccount).

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Monthly Period as of which the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the Pool Balance as of the Cutoff DateInitial Aggregate Receivables Balance, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account and the Reserve Distribution Account. To If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables) , plus the appraised value of any such other property held by the Trust Property, if necessary, other than (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof) , such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Owner Trustee Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account plus Available Funds for such Designated Accounts and the Certificate Distribution Date pursuant to this Section (aAccount) is must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds plus the sum of all amounts due the Certificate Balance and the Certificateholders' Interest Distributable Amount for the Distribution Date related to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsMonthly Period in which such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Trust (other than the Designated Accounts and the Certificate Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVAccount).

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (asuch purchase, the “Optional Purchase”) If, and the other assets in the Trust Estate (other than the Reserve Account) on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of any the related Collection Period, the Pool Balance shall be less than or equal has declined to 10% or less of the Pool Balance as of the Cutoff DateCut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Collections for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes, (C) the aggregate Outstanding Note Balance of all of the Notes, as determined by the Indenture Trustee and (D) expenses (including indemnification amounts) due to the Owner Trustee, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountIndenture Trustee, the Note Payment Account, the Certificate Payment Account Administrator and the Reserve AccountServicer, which have not been previously paid. To exercise such option, the Servicer shall notify deposit the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit Optional Purchase Price into the Collection Account on the Business Day preceding prior to such Distribution Date an amount Payment Date. The Servicer shall furnish written notice of such election to the Indenture Trustee and the Owner Trustee not later than twenty (20) days (or such longer period as may be required by the Clearing Agency in connection with the Note Depository Agreement for notice in connection with a redemption of the Notes) prior to the Redemption Date. Following its receipt of such notice, (i) the Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase [to the Swap Counterparty and] to the Noteholders of record on such date and (ii) the Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Certificateholders of record on such date. The purchase price for the Trust Estate (other than the Reserve Account) under this Section 6.6 shall be equal to the aggregate Optional Purchase Amount for Price. If the Receivables, plus Servicer exercises its option to purchase the appraised value of any other Trust Property, if necessary, Estate (other than the Collection Reserve Account), the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to Notes shall be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee redeemed and the Indenture Trustee; provided, however, that the Servicer shall in each case in whole but not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) part on the Notes plus all amounts due to Redemption Date for the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVRedemption Price.

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (asuch purchase, the “Optional Purchase”) If, and the other assets in the Trust Estate (other than the Reserve Account) on any Payment Date (the “Optional Purchase Date”) if both of the following conditions are satisfied: (i) as of the last day of any the related Collection Period, the Pool Balance shall be has declined to [5.0]% or less than or equal to 10% of the Pool Balance as of the Cutoff DateCut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Collections for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes, (C) the aggregate unpaid Note Balance of all of the Outstanding Notes, as determined by the Indenture Trustee and (D) expenses (including indemnification amounts) due to the Owner Trustee, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountIndenture Trustee, the Note Payment Account, the Certificate Payment Account Administrator and the Reserve AccountServicer, which have not been previously paid. To exercise such option, the Servicer shall notify deposit the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit Optional Purchase Price into the Collection Account on the Business Day preceding prior to the Optional Payment Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty (20) days (or such Distribution Date an amount longer period as may be required by the Clearing Agency in connection with the Note Depository Agreement for notice in connection with a redemption of the Notes) prior to the Optional Purchase Date. Following its receipt of such notice, (i) the Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to [the Swap Counterparty and] the Noteholders of record on such date and (ii) the Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to the Certificateholders of record on such date. The purchase price for the Trust Estate (other than the Reserve Account) under this Section 6.6 shall be equal to the aggregate Optional Purchase Amount for Price. If the Receivables, plus Servicer exercises its option to purchase the appraised value of any other Trust Property, if necessary, Estate (other than the Collection Reserve Account), the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to Notes shall be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee redeemed and the Indenture Trustee; provided, however, that the Servicer shall in each case in whole but not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) part on the Notes plus all amounts due to Optional Purchase Date for the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVRedemption Price.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Servicer Seller shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Fund, the Secondary Reserve Fund, the Pre-Funding Account and the Reserve Negative Carry Account. To exercise such option, the Servicer Seller shall notify the Depositor, the Master Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies Agencies, no later than ten (10) 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, if necessary, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Servicer Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund, the Secondary Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund and the Secondary Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% the product of (i) the Pool Optional Purchase Percentage and (ii) the aggregate Principal Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account and the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on 15th day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes Certificate Balance. The Purchase Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts due to in the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as If on any Payment Date the Note Balance of the last day of any Collection Period, the Pool Balance Notes shall be less than or equal to 10[__]% of the Pool Balance as of the Cutoff Initial Note Balance, after giving effect to all principal payments made on such Payment Date, the Servicer shall have the option to purchase on the following Distribution such Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, if necessary, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and unreimbursed Unrelated AmountsAsset Representations Reviewer Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. The Master Servicer, or if the Master Servicer does not exercise such right, a Certificateholder evidencing a majority of the Residual Interest in the Certificates so long as the Certificateholder is not BANA, the Seller or an Affiliate thereof, may purchase the outstanding Receivables (asuch purchase, the “Optional Purchase”) If, and the other assets in the Trust Estate on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of any the related Collection Period, the Pool Balance shall be less than or equal has declined to 10% or less of the Pool Balance as of the Cutoff Date, Cut-Off Date and (ii) the Servicer shall have sum of the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account Optional Purchase Price and the Reserve AccountAvailable Collections for such Payment Date would be sufficient to pay (A) the amounts required to be paid under Section 8.4(a) of the Indenture (assuming that such Payment Date is not the Redemption Date) and (B) the aggregate unpaid Note Balance of all of the Outstanding Notes as determined by the Indenture Trustee. To exercise such option, the Master Servicer or Certificateholder, as applicable, shall notify deposit the DepositorOptional Purchase Price to the Collection Account on such Payment Date. The Master Servicer or Certificateholders, as applicable, shall furnish written notice of such election (a) to CXXX and GMAC not later than thirty (30) Business Days prior to the Owner Trustee, Payment Date and (b) to the Indenture Trustee and the Rating Agencies no Issuer not later than ten twenty (1020) days (or such longer period as may be required under the Note Depository Agreement) prior to the Distribution Payment Date on which the Notes shall be redeemed. Following its receipt of such repurchase is notice, (i) the Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Noteholders of record and (ii) the Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Certificateholders of record. The purchase price for the Trust Estate under this Section 6.6 shall be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Optional Purchase Amount for Price. If the ReceivablesMaster Servicer exercises its option to purchase the Trust Estate, plus any Holder of a majority of the appraised value of any other Residual Interest may purchase the Trust Property, if necessary, other than Estate from the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least a price equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon Optional Purchase Price so long as such paymentHolder is not BANA, the Servicer shall succeed to and own all interests in and to the TrustSeller or an Affiliate thereof. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVCertificateholders are intended third-party beneficiaries of this Section.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance as of the Cutoff DateBalance, the Servicer Seller shall have the option to purchase on the following corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account(iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the DepositorTrustee in writing, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 4.06 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust Property, if necessary, other than (less liquidation expenses to be incurred in connection with the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such paymentSeller, the Servicer and the Trustee, and shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than , unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The aggregate Purchase Amount for such Distribution Date, payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IV.Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables. ARTICLE XI

Optional Purchase of All Receivables. (a) If, as of On any Payment Date on or after the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, Trust Accounts (with the consent of the Note Payment Account, Insurer if such purchase would result in a claim on the Certificate Payment Account and Note Policy or would result in any amount owing under the Reserve AccountInsurance Agreement remaining unpaid). To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior subject to the Distribution Date on which such repurchase is to be effected and shall proviso below) deposit into in the Collection Account on the Business Day preceding such Distribution Date pursuant to Section 5.6 an amount equal to the aggregate Purchase Amount for fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other Trust Property, if necessary, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Note Insurer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds paid for such Distribution Date pursuant purchase shall be sufficient to this Section pay the (ai) is at least the aggregate outstanding Note Balance, (ii) the outstanding Residual Certificate Notional Balance, (iii) accrued and unpaid interest on the Notes, (iv) any accrued and unpaid Residual Certificate Interest Distributable Amount, (v) any unpaid Supplemental Residual Certificate Distribution, and (vi) the unpaid expenses of the Trust and the Note Insurer (and any expense reimbursements due to any Person under the Insurance Agreement), including without limitation expenses incurred by the Trust and the Note Insurer in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the sum fair market value of the Receivables and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables Files and shall execute and deliver all amounts reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivables including a Trustee's Certificate in the form of Exhibit F-2. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and principal that would be due to the Servicer under this Agreement plus Securityholders on such Payment Date as if such option to purchase the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVOwner Trust Estate had never been exercised.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Master Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Yield Supplement Account, the Pre-Funding Account, the Negative Carry Account and the Reserve AccountFund. To exercise such option, the Master Servicer shall notify the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, if necessary, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund, the Yield Supplement Account and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Master Servicer shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund and the Yield Supplement Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) IfSubject to Section 10.1(a) of the Indenture, as of on the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 105% of the Original Pool Balance as of the Cutoff DateBalance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Collection AccountTrust Accounts; provided, however, that the Note Payment Account, amount to be paid for such purchase (as set forth in the Certificate Payment Account following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Reserve AccountNotes. To exercise such option, the Servicer or the Seller, as the case may be, shall notify deposit or cause to be deposited, pursuant to Section 5.6, in the Depositor, Collection Account an amount (the Owner Trustee, “Optional Purchase Amount”) equal to the Indenture Trustee greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes [and all amounts due and payable to the Hedge Counterparty] after giving effect to the application of Available Funds and the Rating Agencies no later than ten distributions required to be made pursuant to Section 5.7 on such date and (10ii) days prior to the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such repurchase optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to be effected and shall deposit into the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the Business Day preceding such related Distribution Date an amount equal to (either because less than the aggregate entire Optional Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value is deposited to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds for such or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date pursuant to this Section (a) is at least equal on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the sum of all amounts due to Certificateholders in accordance with the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVTrust Agreement.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection Period, Period as of which the Pool Balance Factor shall be equal to or less than or equal to 10% of the Pool Balance as of the Cutoff DateOptional Purchase Percentage, the Servicer shall have the option to purchase on the following Distribution Date Trust Property from the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountTrust. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 4.4 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the lesser of (i) the aggregate Purchase Amount for the Receivables and (ii) the fair market value of the Receivables, plus and shall succeed to all interests in and to the appraised value of any other Trust PropertyTrust. Notwithstanding the foregoing, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the preceding sentence, together with the other amounts on deposit in the Collection Account, is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal amount of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trustthereon. The aggregate Purchase Amount for such Distribution Date, amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless the Servicer provides to the Indenture Trustee and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee to the effect that such purchase will not constitute a fraudulent transfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or the Owner Trustee. The Servicer or the Issuer shall furnish written notice of the Servicer's election to exercise such option to the Indenture Trustee and the Rating Agencies at least 10 days', but not more than 30 days', prior to the Payment Date on which such purchase shall occur (and the Indenture Trustee shall promptly furnish such notice to the Noteholders).

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Period as of which the Pool Aggregate Principal Balance shall be less than or equal to 10% of the Original Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountTrust Accounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Class A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and amounts due to the Trustee, the Note Payment AccountTrust Collateral Agent, the Certificate Payment Account Collateral Agent, the Backup Servicer, the Designated Backup Subservicer and the Reserve AccountOwner Trustee hereunder or under the Trust Agreement. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.6 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other Trust Property, if necessary, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Insurer (as the Controlling Party) and the Indenture Trustee; providedTrust Collateral Agent or such amount as the Servicer, howeverInsurer and Trust Collateral Agent may mutually agree, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for If the Servicer does not exercise its rights with respect to the optional purchase within 31 days of the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) one twelfth, (ii) 0.50% and (iii) the outstanding principal balance on the Class A-3 Notes as of such Distribution Date, Date pursuant to clause (xi) under Section 5.7 herein. Such additional amounts shall not be used to make payments included in full the calculation of Noteholders’ Monthly Interest Distributable Amount or in any other calculations derived therefrom. The Policy does not guarantee payment of any additional amounts that become due to the Noteholders in Class A-3 Notes pursuant to the manner set forth in Article IVimmediately preceding sentence.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Master Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Pre-Funding Account, the Negative Carry Account and the Reserve AccountFund. To exercise such option, the Master Servicer shall notify the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and the Rating Agencies Agencies, no later than ten (10) 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, if necessary, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Master Servicer shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection PeriodMonthly Period as of which (i) the Aggregate Receivables Balance is 10% or less of the Aggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Pool Balance shall be less than or equal to 10% of Class A-2 Notes and the Pool Balance as of the Cutoff DateClass A-3 Notes have been paid in full, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, Estate other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account and the Reserve Distribution Account. To If the Servicer's long term unsecured debt rating from Moody's is equal to or higher than Baa3 at the time that it seeks to exxxxxxx such option, then to exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Property, if necessary, other than Estate (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Moody's is less than Baa3 at the time that it seeks to exercise such oxxxxx, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trustee Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (aDesignated Accounts) is must be at least equal to the sum aggregate Redemption Price of all amounts due the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsMonthly Period in which such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVAccount).

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Account, the Certificate Payment Reserve Account and the Reserve Yield Supplement Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Account, Reserve Account and the Certificate Payment Account or the Reserve Yield Supplement Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Notes, the Certificate Balance plus and the Final Payment Certificate Balance and all accrued but unpaid interest (including any overdue interest) on thereon. The Purchase Amount and any Yield Supplement Amounts for such Payment Date, plus to the Notes plus extent necessary all amounts due to in the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to Noteholders, Certificateholders and the Noteholders Final Payment Certificateholder in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as As of the last day of Business Day in any Collection Period, Period as of which the Pool Balance (expressed as a percentage) of initial Pool Balance shall be equal to or less than or equal to 10% of the Pool Balance as of the Cutoff DateOptional Purchase Percentage, the Servicer shall have the option to purchase on the following corpus of the Trust; provided that the Servicer shall not exercise such option to purchase if the purchase price, as specified below, is less than the amount required in order to distribute to certificateholders in accordance with Section 7.5 the sum of the Class A Certificate Balance, the Class A Interest Distributable Amount, the Class B Certificate Balance and the Class B Interest Distributable Amount for the Distribution Date on which the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Accountpurchase price is applied to make such distributions. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Paying Agent, and the Rating Agencies Transfer Agent and Certificate Registrar in writing, no later than ten (10) days prior to the Distribution Date on fifth calendar day of the month in which such repurchase purchase is to be effected and of its intention to effect such purchase. On the Deposit Date in such month, the Servicer shall deposit into pay the Collection Account on the Business Day preceding such Distribution Date an amount equal to lower of (i) the aggregate Purchase Amount for the Receivables (including Defaulted Receivables, plus ) and (ii) the appraised fair market value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Receivables and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the TrustTrust property. The aggregate Purchase Amount for such Distribution Date, payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IVSection 7.4, and shall be distributed pursuant to Section 7.5. The Trustee shall not permit the purchase of the corpus of the Trust pursuant to this Section unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer provides to the Trustee an Opinion of Xxxxxxx in form reasonably satisfactory to the Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a frauxxxxxx transfer of assets of the Servicer under applicable state and federal law.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 105% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, if necessary, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% the Optional Purchase Percentage multiplied by the sum of the Original Pool Balance and the aggregate Principal Balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff DateDates, the Originator or the Servicer shall have the option to purchase the corpus of the Trust (with the consent of the Certificate Insurer, if such purchase would result in a claim on the following Distribution Date Policy or would result in any amount owing to the Owner Trust EstateCertificate Insurer or to the Holders of the Class A Certificates remaining unpaid); PROVIDED, other than HOWEVER, that if both the Collection AccountOriginator and the Servicer desire to effect such purchase, the Note Payment AccountOriginator shall have the preferential right to effect such purchase; PROVIDED, FURTHER, that neither the Certificate Payment Account Originator nor the Servicer may effect any such purchase unless the Originator shall have received an Opinion of Counsel, and shall have delivered it to the Reserve AccountTrustee to the effect that such purchase would not constitute a fraudulent conveyance. The Originator or the Servicer, as applicable, shall notify each Rating Agency of such purchase. To exercise such option, option the Originator or the Servicer shall notify (or the DepositorCertificate Insurer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10if applicable) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into pursuant to Section 4.5 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any other Trust Property, if necessary, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Originator or the Servicer, as applicable, the Owner Trustee Certificate Insurer and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate For purposes of this Section, the Purchase Amount for shall not be less than the amount necessary to permit the full distribution of the sum of the Class A Certificate Balance, the Class B Certificate Balance, the then outstanding Class B Undistributed Principal Amount and the accrued and unpaid Class B Interest Distributable Amount, Class B Interest Carryover Shortfall, Class B Additional Interest Distributable Amount and Class B Additional Interest Carryover Shortfall as of such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVdate of repurchase.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Distribution Account, the Payahead Account, the Certificate Payment Distribution Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies in writing no later than ten the twentieth (1020th) days prior to day of the Distribution Date on month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Propertyproperty held in the Trust, if necessaryincluding, other than without limitation, in the Collection Account, the Note Payment Distribution Account, the Payahead Account, the Certificate Payment Distribution Account or and the Reserve AccountAccounts, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on Redemption Price of the Notes plus all amounts due to and the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, Prepayment Price of the Servicer shall succeed to and own all interests in and to the TrustCertificates. The aggregate Purchase Amount for such Distribution Payment Date, plus to the extent necessary all amounts in the Reserve Accounts, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. Following payment of all amounts payable to the Noteholders and the Certificateholders, all remaining available funds (including the amounts remaining in the Class A Reserve Account and the Class B Reserve Account) shall be distributed to the Seller.

Optional Purchase of All Receivables. (a) If, as of On the Distribution Date following the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to is 10% of the Pool Balance as or less of the Cutoff DateDate Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Accounts and the Certificate Payment Account and the Reserve Distribution Account. To exercise such option, on the related Deposit Date the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10deposit pursuant to Section 4.04(a) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount Repurchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any such other Trust Property, if necessary, property held by the Issuer other than the Collection Account, the Note Payment Account, Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Issuer and the Indenture Trustee; providedTrustees, howeverand shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus the Certificate Balance plus all accrued but unpaid interest (including any overdue interest) on the Certificates plus all amounts due to the Servicer for any outstanding Insurer under the Insurance Agreement and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amountsthe other Basic Documents. Upon such payment, the Servicer shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount Repurchase Payment for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund, shall be used to make payments in full to the Noteholders Noteholders, the Certificateholders and the Insurer in the manner set forth in Article IVFour. The Servicer shall notify the Owner Trustee, the Indenture Trustee, the Insurer and the Depositor of its exercise of the option hereunder no later than 20 days prior to the related Distribution Date.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage multiplied by the Original Pool Balance as of Balance, the Cutoff Date, Servicer or any successor to the Servicer shall have the option to purchase on purchase, or cause to be purchased, the following Distribution Date corpus of the Owner Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Collection Account, Optional Purchase Price (the Note Payment Account, the Certificate Payment Account and the Reserve Account“Optional Purchase”). To exercise such option, the Servicer or any successor to the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies of its intention to do so in writing, no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 5.05 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Optional Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account Price (or the Reserve Accountdeposit in cash of such lesser amount as provided in Section 9.01(b)), such value and shall succeed to be determined by an appraiser mutually agreed upon by all interests in and to the Servicer, Trust Estate and the Owner Trustee and the Indenture TrusteeTrust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Moody’s, or if NMAC shall then be permitted to exercise such option unrated by Moody’s, then the rating of Nissan Capital of America, Inc., is less than “Ba1” by Moody’s, unless the amount to be deposited in Owner Trustee and the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal Indenture Trustee shall have received an Opinion of Counsel to the sum effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAgreement. Upon such paymentdeposit of the amount necessary to purchase the corpus of the Owner Trust Estate, the Servicer shall succeed for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. 66 (Nissan 2008-A Sale and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.Servicing Agreement)

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance as of the Cutoff DateBalance, the Servicer Servicer, or any successor to the Servicer, shall have the option to purchase on the following corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any outstanding Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for such Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account(iv) any outstanding Class B Interest Carryover Shortfall. To exercise such option, the Servicer Servicer, or any successor to the Servicer, as the case may be, shall notify the DepositorTrustee in writing, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the tenth day of the month preceding the month in which the Distribution Date on as of which such repurchase purchase is to be effected and shall deposit into pursuant to Section 14.05 in the Collection Certificate Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments as of such last day for the ReceivablesReceivables (including Defaulted Receivables that became Defaulted Receivables in the Collection Period preceding the Distribution Date on which such purchase is effected), plus the related Yield Supplement Deposit Amount and the appraised value of any other property held by the Trust Property, if necessary, other than (less liquidation expenses to be incurred in connection with the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Servicer and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Servicer, or any Successor Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of the Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The aggregate Purchase Amount for such Distribution Date, payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IV.Section 14.05, and shall be distributed pursuant to Section 14.06. ARTICLE TWENTY-ONE

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustee, the Insurer and the Rating Agencies no later than ten twenty (1020) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any ---- other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture TrusteeInsurer; provided, however, that the -------- ------- Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus ---- the Note Balance plus all accrued but unpaid interest (including any overdue ---- interest) on the Notes plus the Certificate Balance plus all accrued but unpaid ---- ---- interest (including any overdue interest) on the Certificates plus all amounts ---- due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsInsurer under the Transaction Documents or the Policy. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the ---- extent necessary, all amounts in the Reserve Account, shall be used to make payments in full to the Noteholders Noteholders, the Certificateholders and the Insurer in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as [10]% of the Cutoff DateDate Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, if necessary, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Original Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account and the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes Certificate Balance. The Purchase Amount, any Negative Carry Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts due in the Supplemental Reserve Account, plus to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, extent necessary all amounts in the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV.. (b) Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes and the Certificateholders will succeed to the rights of the Noteholders hereunder, and the Indenture Trustee will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6 and making withdrawals from the Supplemental Reserve Account in accordance with Sections 4.5(b) and 4.7 and the Reserve Account in accordance with Sections 4.5(c) and 4.7. ARTICLE X MISCELLANEOUS PROVISIONS SECTION 10.1

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection PeriodPeriod as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Master Servicer shall have the option to purchase on the following Distribution Date Trust Property from the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountTrust. To exercise such option, the Master Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 4.4 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the greater of (i) the aggregate Purchase Amount for the Receivables (as calculated by the Administrator and reported to the Master Servicer) and (ii) the fair market value of the Receivables, plus and shall succeed to all interests in and to the appraised Trust. To determine the fair market value of any other Trust Property, if necessary, other than the Collection AccountReceivables, the Note Payment AccountMaster Servicer shall solicit bids from not less than three recognized purchasers of whole loan pools of motor vehicle loans selected by the Master Servicer in its sole discretion (one of which may be the Depositor or one of its Affiliates). Notwithstanding the foregoing, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the preceding sentence, together with the other amounts on deposit in the Collection Account, is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal amount of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon plus any Net Swap Payments or Swap Termination Payments due to the Notes Counterparties under the Interest Rate Swap Payments plus all amounts then due and payable by the Trust for fees or other reimbursable amounts to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such paymentReceivables Servicers, the Servicer shall succeed to Master Servicer, the Securities Administrator, the Administrator, the Owner Trustee and own all interests in and to the TrustIndenture Trustee. The aggregate Purchase Amount for such Distribution Date, amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. The Master Servicer or the Issuer shall furnish written notice of the Master Servicer's election to exercise such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee, each Counterparty and the Rating Agencies at least 10 days, but not more than 30 days, prior to the Payment Date on which such purchase shall occur (and the Indenture Trustee shall cause the Securities Administrator to promptly furnish such notice to the Noteholders). In addition, if any Certificateholder is a Person who is not an Affiliate of the Depositor (as certified in writing to the Master Servicer by such Certificateholder), the Master Servicer shall exercise the option to purchase the Receivables in accordance with this Section 8.1 only if directed to do so, or consented to in writing by each such non-Affiliated Certificateholder. The Master Servicer shall have no responsibility to determine whether any Certificateholder is or is not an Affiliate of the Depositor.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection Period, Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance as of and the Cutoff DateClass A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's agrees otherwise, the Note Payment AccountServicer may not effect any such purchase if the rating of CFC's long-term debt obligations is less than Baa3 by Moody's, unless the Certificate Payment Account Owner Trustee and the Reserve AccountIndenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.05 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust Property, if necessary, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverand shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interestinterest and premium) thereon. As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof. Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes plus all amounts due Notes, the Certificateholders will succeed to the Servicer for any outstanding rights of the Noteholders hereunder other than Section 5.07(b) and unreimbursed Simple Interest Advancesthe Owner Trustee will succeed to the rights of, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such paymentassume the obligations of, the Servicer shall succeed Indenture Trustee pursuant to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVthis Agreement.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account and the Reserve Yield Supplement Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account or and the Reserve Yield Supplement Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes Certificate Balance. The Purchase Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts due in the Supplemental Reserve Account, plus to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, extent necessary all amounts in the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV.. (b) Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes and the Certificateholders will succeed to the rights of the Noteholders hereunder, and the Indenture Trustee will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6 and making withdrawals from the Supplemental Reserve Account in accordance with Sections 4.5(b) and 4.7 and the Reserve Account in accordance with Sections 4.5(c) and 4.7. ARTICLE X

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to [10% of the Pool Balance as %] of the Cutoff DateDate Pool Balance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution prior to the related Payment Date an amount equal to the aggregate Purchase Amount Price for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period) (the “Optional Purchase Price”), plus less the appraised value of any other Trust PropertyReserve Account Amount, if necessary, other than which funds shall be transferred from the Reserve Account to the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option on any Payment Date unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of (i) the Note Balance as of such Payment Date, (ii) accrued but unpaid interest on each Class of Notes at the related Interest Rate, (iii) all amounts due to the Servicer under this Agreement plus the Note Balance plus in respect of its servicing compensation, any unreimbursed Advances and Nonrecoverable Advances and all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due owing to the Servicer for any outstanding and unreimbursed Simple Interest AdvancesTrustees, the Asset Representations Reviewer, any outstanding Backup Servicer and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the TrustAdministrator. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all other Available Funds, shall be used to make payments in full to the Noteholders in the manner set forth in Section 5.04. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed in whole but not in part on the related Payment Date for the Redemption Price. The obligations of the Servicer under this Agreement, except pursuant to Article IVSeven, shall terminate upon the purchase of the Receivables by the Servicer under this Section. The Servicer agrees to give the Indenture Trustee notice, at least 30 days prior to the Payment Date on which such purchase is to be effected, that the Servicer reasonably believes that the Pool Balance will be less than or equal to [10%] of the Cutoff Date Pool Balance as of the last day of the related Collection Period and that the Servicer expects (but is not obligated) to provide the notice required in the first paragraph of this Section and thereafter to purchase the Trust Estate (other than the Reserve Account) as provided in the first paragraph of this Section.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as [5]% of the Cutoff DateDate Pool Balance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, if necessary, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and unreimbursed Unrelated AmountsAsset Representations Reviewer Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustee[, the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and any outstanding and unreimbursed Unrelated Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection PeriodPeriod as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Master Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and Property (exclusive of the Reserve Account) from the Trust. To exercise such option, the Master Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 4.4 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the greater of (i) the aggregate Purchase Amount for the Receivables (as calculated by the Administrator and reported to the Master Servicer) and (ii) the fair market value of the Receivables, plus and shall succeed to all interests in and to the appraised Trust. To determine the fair market value of any other Trust Property, if necessary, other than the Collection AccountReceivables, the Note Payment AccountMaster Servicer shall solicit bids from not less than three recognized purchasers of whole loan pools of motor vehicle loans selected by the Master Servicer in its sole discretion (which bidders shall not include the Depositor, the Certificate Payment Account Seller or any of their respective Affiliates). Notwithstanding the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicerforegoing, the Owner Trustee and the Indenture Trustee; provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the preceding sentence, together with the other amounts on deposit in the Collection Account, is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal amount of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon plus any Net Swap Payments or Swap Termination Payments due to the Notes Counterparties under the Interest Rate Swap Payments plus all amounts then due and payable by the Trust for fees or other reimbursable amounts to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such paymentReceivables Servicer, the Servicer shall succeed to Master Servicer, the Securities Administrator, the Administrator, the Owner Trustee and own all interests in and to the TrustIndenture Trustee. The aggregate Purchase Amount for such Distribution Date, amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. The Master Servicer or the Issuer shall furnish written notice of the Master Servicer’s election to exercise such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee, each Counterparty and the Rating Agencies at least 10 days, but not more than 30 days, prior to the Payment Date on which such purchase shall occur (and the Indenture Trustee shall cause the Securities Administrator to promptly furnish such notice to the Noteholders). In addition, if any Certificateholder is a Person who is not an Affiliate of the Depositor (as certified in writing to the Master Servicer by such Certificateholder), the Master Servicer shall exercise the option to purchase the Receivables in accordance with this Section 8.1 only if directed to do so, or consented to in writing by each such non-Affiliated Certificateholder. The Master Servicer shall have no responsibility to determine whether any Certificateholder is or is not an Affiliate of the Depositor.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Distribution Account, the Payahead Account, the Certificate Payment Distribution Account and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies in writing no later than ten the twentieth (1020th) days prior to day of the Distribution Date on month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Account, the Note Payment Distribution Account, the Payahead Account, the Certificate Payment Distribution Account or and the Reserve AccountAccounts, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to 71 77 be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on Redemption Price of the Notes plus all amounts due to and the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, Prepayment Price of the Servicer shall succeed to and own all interests in and to the TrustCertificates. The aggregate Purchase Amount for such Distribution Payment Date, plus to the extent necessary all amounts in the Reserve Accounts, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. Following payment of all amounts payable to the Noteholders and the Certificateholders, all remaining available funds (including the amounts remaining in the Class A Reserve Account and the Class B Reserve Account) shall be distributed to the Seller.

Optional Purchase of All Receivables. (a) If, On each Distribution Date following a Record Date as of which the Pool Balance is 10% or less of the sum of the Original Pool Balance and the aggregate principal balance of all Subsequent Receivables conveyed to the Trust as of the last day of any Collection Periodrelated Subsequent Cutoff Dates, the Pool Balance shall be less than Seller or equal the Servicer, or any successor to 10% of the Pool Balance as of the Cutoff DateServicer, the Servicer shall have the option to purchase on the following corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any outstanding Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for such Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account(iv) any outstanding Class B Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the DepositorTrustee in writing, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution tenth day of the month in which the Record Date on as of which such repurchase purchase is to be effected and, if there are any Book-Entry Certificates, the Clearing Agency in accordance with the Letter of Representations, and shall deposit into pursuant to Section 14.06 in the Collection Certificate Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account(less liquidation expenses), such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Servicer and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust; provided, however, the Seller or the Servicer, or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance. The aggregate Purchase Amount for such Distribution Date, payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IVSection 14.06(a)(i), and shall be distributed pursuant to Section 14.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection PeriodPeriod following which (i) the Notional Principal Amount has been reduced to zero, and (ii) the Pool Certificate Balance shall be as of the related Distribution Date is less than or equal to 10% of the Original Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase the corpus of the Trust at a price (the "Optional Purchase Price") equal to the fair market value of the Receivables, but not less than (i) the sum of (x) 100% of the Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average Note Rate, and (z) all amounts due and owing to the Surety Bond Issuer under the Agreement and the Insurance Agreement minus any amounts representing payments received on the following Distribution Date Receivables not yet applied to the Owner Trust Estateinterest related thereto or to reduce the principal balance thereof. The proceeds of such sale will be deposited into the Certificate Account for distribution to the Certificateholders (and, other than to the Collection Accountextent applicable, the Note Payment AccountSurety Bond Issuer) on the next succeeding Distribution Date. In connection with such disposition, the Certificate Payment Account Tax Class IC Certificateholder is required to pay any unpaid fees and expenses of the Reserve AccountTrustee that it would otherwise have been entitled to pursuant to this Agreement. To exercise such option, The fair market value of the Servicer outstanding Receivables for purposes of this Section 16.02 shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for average of the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds bid prices for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due assets taken as a whole, provided to the Servicer under this Agreement plus by two independent, nationally recognized dealers in automobile loans substantially similar to the Note Balance plus all accrued but unpaid interest (including any overdue interest) Receivables. Such price shall be deposited to the Certificate Account in immediatelyavailable funds by 12:00 noon, New York City time, on the Notes plus all amounts due Business Day prior to such next succeeding Distribution Date and, upon notice to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon Trustee of such paymentdeposit, the Servicer Trustee shall succeed to transfer the Receivables and own all interests in and the Receivable Files to the Trust. The aggregate Purchase Amount for such Distribution Datepurchaser, whereupon the Certificates shall be used to make payments in full to the Noteholders no longer evidence any right or interest in the manner set forth in Article IVReceivables or any proceeds thereof.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection PeriodMonthly Period as of which (i) the Aggregate Receivables Balance is 10% or less of the Aggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Pool Balance shall be less than or equal to 10% of Class A-2 Notes and the Pool Balance as of the Cutoff DateClass A-3 Notes have been paid in full, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, Estate other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account and the Reserve Distribution Account. To If the Servicer's long term unsecured debt rating from Xxxxx'x is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Property, if necessary, other than Estate (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trustee Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (aDesignated Accounts) is must be at least equal to the sum aggregate Redemption Price of all amounts due the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsMonthly Period in which such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVAccount).

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance as of the Cutoff DateBalance, the Servicer Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase on the following corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date, (iv) any unpaid Class B Interest Carryover Shortfall, (v) the Class C Interest Distributable Amount for the related Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account(vi) any unpaid Class C Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the DepositorTrustee in writing, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 4.06 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust Property, if necessary, other than (less liquidation expenses to be incurred in connection with the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such paymentSeller, the Servicer and the Trustee, and shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, if Moodx'x xx a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Moodx'x xx otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The aggregate Purchase Amount for such Distribution Date, payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IVSection 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection PeriodPeriod as of which the Pool Factor shall be equal to or less than the Optional Purchase Percentage, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Master Servicer shall have the option to purchase on the following Distribution Date Trust Property from the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountTrust. To exercise such option, the Master Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 4.4 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the greater of (i) the aggregate Purchase Amount for the Receivables (as calculated by the Administrator and reported to the Master Servicer) and (ii) the fair market value of the Receivables, plus and shall succeed to all interests in and to the appraised Trust. To determine the fair market value of any other Trust Property, if necessary, other than the Collection AccountReceivables, the Note Payment AccountMaster Servicer shall solicit bids from not less than three recognized purchasers of whole loan pools of motor vehicle loans selected by the Master Servicer in its sole discretion (which bidders shall not include the Depositor, the Certificate Payment Account Seller or any of their respective Affiliates). Notwithstanding the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicerforegoing, the Owner Trustee and the Indenture Trustee; provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the preceding sentence, together with the other amounts on deposit in the Collection Account, is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal amount of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon plus any Net Swap Payments or Swap Termination Payments due to the Notes Counterparties under the Interest Rate Swap Payments plus all amounts then due and payable by the Trust for fees or other reimbursable amounts to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such paymentReceivables Servicer, the Servicer shall succeed to Master Servicer, the Securities Administrator, the Administrator, the Owner Trustee and own all interests in and to the TrustIndenture Trustee. The aggregate Purchase Amount for such Distribution Date, amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. The Master Servicer or the Issuer shall furnish written notice of the Master Servicer's election to exercise such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee, each Counterparty and the Rating Agencies at least 10 days, but not more than 30 days, prior to the Payment Date on which such purchase shall occur (and the Indenture Trustee shall cause the Securities Administrator to promptly furnish such notice to the Noteholders). In addition, if any Certificateholder is a Person who is not an Affiliate of the Depositor (as certified in writing to the Master Servicer by such Certificateholder), the Master Servicer shall exercise the option to purchase the Receivables in accordance with this Section 8.1 only if directed to do so, or consented to in writing by each such non-Affiliated Certificateholder. The Master Servicer shall have no responsibility to determine whether any Certificateholder is or is not an Affiliate of the Depositor.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, [the Backup Servicer,] the Owner Trustee, the Indenture Trustee Trustee[, the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Cutoff Date Pool Balance as of the Cutoff DateBalance, the Servicer Seller shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve AccountFund. To exercise such option, the Servicer Seller shall notify the Depositor, the Master Servicer, the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty and the Rating Agencies Agencies, no later than ten (10) 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, if necessary, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Servicer Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section (a) is at least equal to the sum of all amounts due to the Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees plus all amounts owed to the Swap Counterparty, including Net Swap Payments and unreimbursed Unrelated AmountsSwap Termination Payments, if any. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.

Optional Purchase of All Receivables. (a) If, as of To the last day of any Collection Periodextent and under the circumstances provided in a Series Supplement, the Pool Balance shall be less than or equal to 10% of Master Servicer and the Pool Balance as of the Cutoff Date, the Servicer Seller each shall have the option to purchase on the following Distribution Date the Owner related Series Trust Estate, other than the Collection AccountTrust Accounts; provided , however, that the amount to be paid for such purchase shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes of such Series and all other amounts due to the Series Securityholders, the Note Payment Account, Indenture Trustee and Owner Trustee under the Certificate Payment Account and the Reserve Accountrelated Series Supplement. To exercise such option, the Master Servicer shall notify or the DepositorSeller, as the Owner Trusteecase may be, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into pursuant to Section 5.3 in the Master Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Repurchase Amount for the related Receivables, plus the appraised value of any other property constituting such Series Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountEstate, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Master Servicer and the Indenture Trustee; providedTrust, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trustrelated Series Trust Estate. The aggregate Purchase Amount for Upon any sale of the assets of the Trust pursuant to Article IV of the Indenture , the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such Distribution Date, sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Insolvency Proceeds") in the Master Collection Account. Notice of any termination of the Trust shall be used given by the Master Servicer to make payments the Owner Trustee, the Indenture Trustee and the Rating Agencies as soon as practicable after the Master Servicer has received notice thereof. Following the satisfaction and discharge of the Indenture, the payment in full of the principal of and interest on the Notes, the termination of any Series Support (as provided therein) and the surrender of any Series Support to the Series Support Provider, the Certificateholders will succeed to the rights of the Noteholders in hereunder and the manner set forth in Article IV.Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement. Administrative Duties of the Master Servicer

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsAdvances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, [the Backup Servicer], the Owner Trustee, the Indenture Trustee Trustee, [the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for in any outstanding and unreimbursed Simple Interest Advances, Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and any outstanding and unreimbursed Unrelated Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account and the Reserve Yield Supplement Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, if necessary, other than in the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account or and the Reserve Yield Supplement Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus outstanding principal balance of the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus Certificate Balance. The Purchase Amount and any Yield Supplement Amounts for such Payment Date, PLUS to the extent necessary all amounts due in the Supplemental Reserve Account, PLUS to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, extent necessary all amounts in the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution DateReserve Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance as of the Cutoff DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Yield Supplement Account and or the Reserve AccountFund. To exercise such option, the Servicer shall notify the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, if necessary, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated AmountsNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour.