Common use of Optional Purchase of All Receivables Clause in Contracts

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(aOn the Payment Date immediately following (and on each Payment Date thereafter) of the Indenture, on the last day of any Collection Period as of which the Pool then outstanding aggregate Principal Balance shall be less than or equal to of the Receivables is 10% or less of the Original Pool Aggregate Starting Principal Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to 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 pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, all accrued but unpaid interest (including any overdue interest and premium) thereon and all amounts owing by the Issuing Entity to the Asset Representations Reviewer. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 As described in Article IX of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Certificateholder Owner Trustee will succeed to the rights of, and assume but not the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by If the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in any successor to the Servicer’s calculation, by an appraiser mutually agreed upon by shall notify the Servicer Owner Trustee and the Trust Collateral Agent), and shall succeed Indenture Trustee in writing of its intention to all interests exercise the option granted to it in and to the Trust. (b) Upon any sale Section 9.01 of the assets Sale and Servicing Agreement to repurchase the corpus of the Trust pursuant Estate, then the Indenture Trustee shall give written notice thereof to Section 8.1 of the Trust Agreementeach Securityholder, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Issuer and the Rating Agencies Administrator as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer has received notice thereof. (d) Following or successor to the satisfaction and discharge Servicer of the amount necessary to effect such purchase of the corpus of the Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect such release and the payment in full transfer to the Owner Trustee of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this AgreementCollateral.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection 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, the Servicer and Servicer, or any successor to the Seller each Servicer, shall have the option to purchase purchase, as of the Owner Trust Estateend of the immediately preceding Collection Period, other than the corpus of the Trust Accounts; provided, however, that Estate for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer Servicer, or any successor to the Seller, as the case may beServicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. (b) Upon Notice of any sale of the assets such purchase of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after receipt of notice thereof from the Servicer has received notice thereofby a Trust Officer of the Owner Trustee (in the case of each Certificateholder) and the Indenture Trustee (in the case of each Noteholder). (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder under this Agreement other than Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee provided for in this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee or the Noteholders with respect thereto. The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this AgreementSection.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Payment Date following the last day of any Collection Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 4.05(a) in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), ) and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. (b) Upon On or prior to any sale optional purchase of the assets Owner Trust Estate as described in clause (a) above, the following shall be completed: (i) As described in Article Nine of the Trust pursuant to Section 8.1 Agreement and Article X of the Trust AgreementIndenture, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Delaware Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof., but no later than ten (10) days prior to the date of such optional purchase, substantially in the form attached hereto as Exhibit A; (dii) Following Upon receipt of notice of any termination of the Trust by the Certificateholder, the Certificateholder, or its affiliate, shall forward the Trust Certificate to the Owner Trustee or the Paying Agent (if other than the Owner Trustee); (iii) As described in Section 4.01 of the Indenture, AHFC shall deliver to the Indenture Trustee an Officer’s Certificate relating to such optional purchase, substantially in the form attached hereto as Exhibit B; and (iv) As described in Section 4.01 of the Indenture, an Opinion of Counsel to AHFC shall be delivered to the Indenture Trustee and the Owner Trustee stating that all conditions precedent relating to the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreementhave been complied with.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHICA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHICA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHICA, and CNHICA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHICA shall not exercise such option unless the amount so deposited, together with funds on deposit in and the Trust Accounts, would be sufficient to pay the TrustRedemption Price pursuant to Section 10.1(a) of the Indenture. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to pay the Servicer its accrued and unpaid Servicing Fee; (ii) second, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture and to the Trustee for amounts due to it under the Trust Agreement; (iii) third, to the Asset Representations Reviewer for all amounts due to it, including indemnities, according to the Basic Documents; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) sixth, to the Servicer, to cover any accrued and unpaid reimbursable expenses; (vii) seventh, to the Trustee for amounts due to the Trustee under the Trust Agreement, to the extent not paid under clause (ii) above; and (viii) eighth, to the Issuing Entity for distribution to the Certificateholders. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHICA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies Trustee as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection 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, the Servicer and Servicer, or any successor to the Seller each Servicer, shall have the option to purchase purchase, as of the Owner Trust Estateend of the immediately preceding Collection Period, other than the corpus of the Trust Accounts; provided, however, that Estate for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer Servicer, or any successor to the Seller, as the case may beServicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. (b) Upon Notice of any sale of the assets such purchase of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after receipt of notice thereof from the Servicer has received notice thereofby a Trust Officer of the Owner Trustee (in the case of each Certificateholder) and the Indenture Trustee (in the case of each Noteholder). (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder under this Agreement other than Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee provided for in this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee or the Noteholders with respect thereto. The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this AgreementSection. If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholder or Noteholders.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 10% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller each shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account and the following sentence) shall be sufficient to pay the full amount of principal, and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner 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 pursuant to Section 5.6 in into the Collection Account on the Business Day preceding such Distribution Date an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by Trust Property, if necessary, other than the TrustCollection Account, (the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account[RESERVED]. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will Certificateholders shall succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed Indenture Trustee shall continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and assume making withdrawals from the obligations of, the Trust Collateral Agent pursuant to this AgreementReserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 105% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; 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, principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6 5.6, in the Collection 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 after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Purchase Amount 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 optional purchase occurs shall be property, and for the Receivables (including Liquidated Receivables)account, plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral AgentSeller, 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 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), and shall succeed then the Indenture Trustee will return to all interests in and each Person that deposited amounts to the TrustCollection 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 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 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 Certificateholders in accordance with the Trust Agreement. (b) Upon any sale of the assets of the Issuer or the Holding Trust pursuant to Section 8.1 of the Trust Agreement and Section 8.1 of the Holding Trust Agreement, respectively, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Holding Trust or the Issuer shall be given by the Servicer to the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent Backup Servicer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreementhereunder.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Payment Date following the last day of any Collection Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 4.05(a) in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), ) and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. (b) Upon On or prior to any sale optional purchase of the assets Owner Trust Estate as described in clause (a) above, the following shall be completed: (i) As described in Article Nine of the Trust pursuant to Section 8.1 Agreement and Article Ten of the Trust AgreementIndenture, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Delaware Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof., but no later than 30 days prior to the date of such optional purchase, substantially in the form attached hereto as Exhibit C; (dii) Following As described in the Note Depository Agreement, notice of any termination of the Trust shall be given by the Indenture Trustee to DTC as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 30 days prior to the date of such optional purchase; (iii) As described in Section 10.01 of the Indenture, notice of any termination of the Trust shall be given by the Indenture Trustee to each Noteholder as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 10 days prior to the date of such optional purchase; (iv) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Trust shall be given by the Owner Trustee to the Certificateholders within 5 Business Days of receipt of notice of such termination by the Owner Trustee from the Servicer, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders; (v) Upon receipt of notice of any termination of the Trust by the Certifcateholder, the Certificateholder, or its affiliate, shall forward the Trust Certificate to the Owner Trustee or the Paying Agent (if other than the Owner Trustee); (vi) As described in Section 4.01 of the Indenture, AHFC shall deliver to the Indenture Trustee an Officer’s Certificate relating to such optional purchase, substantially in the form attached hereto as Exhibit D; (vii) As described in Section 4.01 of the Indenture, an Opinion of Counsel to AHFC shall be delivered to the Indenture Trustee and the Owner Trustee stating that all conditions precedent relating to the satisfaction and discharge of the Indenture and the payment have been complied with; (viii) As described in full Section 9.01(e) of the principal Trust Agreement, upon termination of and interest on the NotesTrust Estate, the Certificateholder will succeed to Owner Trustee shall upon the rights direction and at the expense of the Noteholders hereunder and Depositor cause the Certificateholder will succeed Certificate of Trust to be cancelled by filing a certificate of cancellation with the rights of, and assume Secretary of State in accordance with Section 3810 of the obligations of, Statutory Trust Statute; and (ix) Upon termination of the Trust Collateral Agent pursuant to this AgreementEstate, AHFC shall (1) file UCC termination statements and (2) cancel State licenses, as necessary.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 10% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller each shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account and the following sentence) shall be sufficient to pay the full amount of principal, and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner 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 pursuant to Section 5.6 in into the Collection Account on the Business Day preceding such Distribution Date an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by Trust Property, if necessary, other than the TrustCollection Account, (the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)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 and any outstanding and unreimbursed Unreimbursed Servicer Advances. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account[RESERVED]. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will Certificateholders shall succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed Indenture Trustee shall continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and assume making withdrawals from the obligations of, the Trust Collateral Agent pursuant to this AgreementReserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHCA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHCA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHCA, and CNHCA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHCA shall not exercise such option unless the amount so deposited, together with funds on deposit in and the Trust Accounts, would be sufficient to pay the TrustRedemption Price pursuant to Section 10.1(a) of the Indenture. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) [Reserved]; (ii) second, to pay the Servicer its accrued and unpaid Servicing Fee; (iii) third, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) sixth, to the Servicer, to cover any accrued and unpaid reimbursable expenses; and (vii) seventh, to the Issuing Entity for distribution to the Certificateholders. Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHCA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies Trustee as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection 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, the Servicer and Servicer, or any successor to the Seller each Servicer, shall have the option to purchase the Owner Trust Estate, other than corpus of the Trust Accounts; provided, however, that Estate for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer Servicer, or any successor to the Seller, as the case may beServicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. (b) Upon Notice of any sale of the assets such purchase of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder under this Agreement other than Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee provided for in this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee or the Noteholders with respect thereto. The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this AgreementSection. If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholder or Noteholders.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Payment Date following the last day of any Collection Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 4.05(a) in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), ) and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. (b) Upon On or prior to any sale optional purchase of the assets Owner Trust Estate as described in clause (a) above, the following shall be completed: (i) As described in Article Nine of the Trust pursuant to Section 8.1 Agreement and Article X of the Trust AgreementIndenture, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Delaware Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof., but no later than twenty-five (25) days prior to the date of such optional purchase, substantially in the form attached hereto as Exhibit A; (dii) Following As described in the Note Depository Agreement, notice of any termination of the Trust shall be given by the Indenture Trustee to DTC as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than thirty (30) days prior to the date of such optional purchase; (iii) As described in Section 10.01 of the Indenture, notice of any termination of the Trust shall be given by the Indenture Trustee to each Noteholder as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than ten (10) days prior to the date of such optional purchase; (iv) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Trust shall be given by the Owner Trustee to the Certificateholders within five (5) Business Days of receipt of notice of such termination by the Owner Trustee from the Servicer, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders; (v) Upon receipt of notice of any termination of the Trust by the Certifcateholder, the Certificateholder, or its affiliate, shall forward the Trust Certificate to the Owner Trustee or the Paying Agent (if other than the Owner Trustee); (vi) As described in Section 4.01 of the Indenture, AHFC shall deliver to the Indenture Trustee an Officer’s Certificate relating to such optional purchase, substantially in the form attached hereto as Exhibit B; (vii) As described in Section 4.01 of the Indenture, an Opinion of Counsel to AHFC shall be delivered to the Indenture Trustee and the Owner Trustee stating that all conditions precedent relating to the satisfaction and discharge of the Indenture and the payment have been complied with; (viii) As described in full Section 9.01(e) of the principal Trust Agreement, upon termination of and interest on the NotesTrust Estate, the Certificateholder will succeed to Owner Trustee shall upon the rights direction and at the expense of the Noteholders hereunder and Depositor cause the Certificateholder will succeed Certificate of Trust to be cancelled by filing a certificate of cancellation with the rights of, and assume Secretary of State in accordance with Section 3810 of the obligations of, Statutory Trust Statute; and (ix) Upon termination of the Trust Collateral Agent pursuant to this AgreementEstate, AHFC shall (1) file UCC termination statements and (2) cancel State licenses, as necessary.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Payment Date following the last day of any Collection Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 4.05(a) in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), ) and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. (b) Upon On or prior to any sale optional purchase of the assets Owner Trust Estate as described in clause (a) above, the following shall be completed: (i) As described in Article Nine of the Trust pursuant to Section 8.1 Agreement and Article Ten of the Trust AgreementIndenture, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof., but no later than 30 days prior to the date of such optional purchase, substantially in the form attached hereto as Exhibit C; (dii) Following As described in the Note Depository Agreement, notice of any termination of the Trust shall be given by the Indenture Trustee to DTC as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 30 days prior to the date of such optional purchase; (iii) As described in Section 10.01 of the Indenture, notice of any termination of the Trust shall be given by the Indenture Trustee to each Noteholder as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 10 days prior to the date of such optional purchase; (iv) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Trust shall be given by the Owner Trustee to the Certificateholders within 5 Business Days of receipt of notice of such termination by the Owner Trustee from the Servicer, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders; (v) Upon receipt of notice of any termination of the Trust by the Certifcateholder, the Certificateholder, or its affiliate, shall forward the Trust Certificate to the Owner Trustee or the Paying Agent (if other than the Owner Trustee); (vi) As described in Section 4.01 of the Indenture, AHFC shall deliver to the Indenture Trustee an Officer’s Certificate relating to such optional purchase, substantially in the form attached hereto as Exhibit D; (vii) As described in Section 4.01 of the Indenture, an Opinion of Counsel to AHFC shall be delivered to the Indenture Trustee and the Owner Trustee stating that all conditions precedent relating to the satisfaction and discharge of the Indenture and the payment have been complied with; (viii) As described in full Section 9.01(e) of the principal Trust Agreement, upon termination of and interest on the NotesTrust Estate, the Certificateholder will succeed to Owner Trustee shall upon the rights direction and at the expense of the Noteholders hereunder and Depositor cause the Certificateholder will succeed Certificate of Trust to be cancelled by filing a certificate of cancellation with the rights of, and assume Secretary of State in accordance with Section 3810 of the obligations of, Statutory Trust Statute; and (ix) Upon termination of the Trust Collateral Agent pursuant to this AgreementEstate, AHFC shall (1) file UCC termination statements and (2) cancel State licenses, as necessary.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 10% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller each shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account and the following sentence) shall be sufficient to pay the full amount of principal, and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner 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 pursuant to Section 5.6 in into the Collection Account on the Business Day preceding such Distribution Date an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by Trust Property, if necessary, other than the TrustCollection Account, (the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)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 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 and any outstanding and unreimbursed Unreimbursed Servicer Advances. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account[RESERVED]. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will Certificateholders shall succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed Indenture Trustee shall continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and assume making withdrawals from the obligations of, the Trust Collateral Agent pursuant to this AgreementReserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 10% of the Original Cutoff Date Pool Balance, the Servicer and the Seller each shall have the option to purchase on the Owner following Payment Date the Trust Estate, other than the Trust Accounts; 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 NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beTrustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected and shall deposit pursuant to Section 5.6 in into the Collection Account on the Business Day prior to the related Payment Date an amount equal to the greater aggregate Purchase Price for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period) (the “Optional Purchase Price”). Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option on any Payment Date unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the sum of (i) the amount necessary to pay the full amount Note Balance as of principal and interest then due and payable on the Notes and 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 in respect of its servicing compensation, any unreimbursed Advances and Nonrecoverable Advances and all accrued but unpaid amounts owing to the Trustees, any Backup Servicer and the Administrator. The aggregate Purchase Amount amount so deposited in respect of such 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 Seven, shall terminate upon the purchase of the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon 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 Collateral Agent), and shall succeed to all interests Estate (other than the Reserve Account) as provided in and to the Trustfirst paragraph of this Section. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and following the payment in full reduction of the principal of and interest on the Notesaggregate Note Balance to zero, the Certificateholder Owner Trustee will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement. Notwithstanding the satisfaction and discharge of the Indenture and the reduction of the aggregate Note Balance to zero, the Servicer shall continue to perform its obligations under this Agreement until the earlier of (i) exercise by the Servicer of its Optional Purchase right under Section 9.01(a) or (ii) repayment in full or liquidation of the last of the Receivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 10% of the Original Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by in the TrustTrust other than in the Trust Accounts and the Certificate Distribution Account, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)Indenture Trustee, and into the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, 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 pursuant to the second preceding sentence is greater than or equal to the sum of the outstanding principal balance of the Notes and all accrued but unpaid interest (including any overdue interest) thereon and the Certificate Balance. The Purchase Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts in the Reserve Account, shall be used to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. (b) Upon any sale of Unless otherwise required by the assets of Rating Agencies as set forth in writing delivered to the Trust pursuant to Section 8.1 of Owner Trustee and the Trust AgreementIndenture 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 instruct deliver to the Trust Collateral Agent Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to deposit the proceeds from effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such sale after all payments and reserves therefrom (including the expenses of purchase option represented a fair market price for such sale) have been made (the “Insolvency Proceeds”) in the Collection AccountReceivables. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder hereunder, and the Certificateholder Indenture Trustee will succeed continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including without limitation making distributions from the Payahead Account and assume the obligations of, Collection Account in accordance with Section 4.6 and making withdrawals from the Trust Collateral Agent pursuant to this AgreementReserve Account in accordance with Sections 4.5(b) and 4.7.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 10% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller each shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal, and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner 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 pursuant to Section 5.6 in into the Collection Account on the Business Day preceding such Distribution Date an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by Trust Property, if necessary, other than the TrustCollection Account, (the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)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 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 in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account[RESERVED]. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will Certificateholders shall succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed Indenture Trustee shall continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and assume making withdrawals from the obligations of, the Trust Collateral Agent pursuant to this AgreementReserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Payment Date following the last day of any Collection Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 4.05(a) in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), ) and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. (b) Upon On or prior to any sale optional purchase of the assets Owner Trust Estate as described in clause (a) above, the following shall be completed: (i) As described in Article Nine of the Trust pursuant to Section 8.1 Agreement and Article X of the Trust AgreementIndenture, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Delaware Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof., but no later than twenty-five (25) days prior to the date of such optional purchase, substantially in the form attached hereto as Exhibit A; (dii) Following As described in the Note Depository Agreement, notice of any termination of the Trust shall be given by the Indenture Trustee to DTC as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than thirty (30) days prior to the date of such optional purchase; (iii) As described in Section 10.01 of the Indenture, notice of any termination of the Trust shall be given by the Indenture Trustee to each Noteholder as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than ten (10) days prior to the date of such optional purchase; (iv) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Trust shall be given by the Owner Trustee to the Certificateholders within five (5) Business Days of receipt of notice of such termination by the Owner Trustee from the Servicer, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders; (v) Upon receipt of notice of any termination of the Trust by the Certificateholder, the Certificateholder, or its affiliate, shall forward the Trust Certificate to the Owner Trustee or the Paying Agent (if other than the Owner Trustee); (vi) As described in Section 4.01 of the Indenture, AHFC shall deliver to the Indenture Trustee an Officer’s Certificate relating to such optional purchase, substantially in the form attached hereto as Exhibit B; (vii) As described in Section 4.01 of the Indenture, an Opinion of Counsel to AHFC shall be delivered to the Indenture Trustee and the Owner Trustee stating that all conditions precedent relating to the satisfaction and discharge of the Indenture and the payment have been complied with; (viii) As described in full Section 9.01(e) of the principal Trust Agreement, upon termination of and interest on the NotesTrust Estate, the Certificateholder will succeed to Owner Trustee shall upon the rights direction and at the expense of the Noteholders hereunder and Depositor cause the Certificateholder will succeed Certificate of Trust to be cancelled by filing a certificate of cancellation with the rights of, and assume Secretary of State in accordance with Section 3810 of the obligations of, Statutory Trust Statute; and (ix) Upon termination of the Trust Collateral Agent pursuant to this AgreementEstate, AHFC shall (1) file UCC termination statements and (2) cancel State licenses, as necessary.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to the amount to be paid for such purchase Optional Purchase Price (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 Notes“Optional Purchase”). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than 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 case may beDistribution Date on which such purchase is to occur, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an amount equal to the greater Optional Purchase Price (or the deposit in cash of (i) the such lesser amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivablesas provided in Section 9.01(b), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust 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 unrated by Mxxxx’x, then the rating of Nissan Capital of America, Inc., is less than “Ba1” by Mxxxx’x, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the 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 this Agreement. 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. (b) Upon any sale The Servicer, at its option, may pay all or a portion of the assets Optional Purchase Price by issuing a demand note in favor of the Trust pursuant Trust, the terms of which, on the whole, shall be commercially reasonable and substantially similar to Section 8.1 of the Trust Agreementterms that would prevail in an arms-length negotiation between unaffiliated parties; provided, however, that (i) the Servicer shall instruct pay in cash the Trust Collateral Agent portion of the Optional Purchase Price that is equal to deposit or greater than the proceeds from sum of (x) the Outstanding Amount of all Classes of Notes and (y) the Noteholders’ Interest Distributable Amount for all Classes of Notes for such sale after all payments Distribution Date, and reserves therefrom (including ii) the expenses Servicer may issue a demand note to a Certificateholder pursuant to this Section 9.01 only if such Certificateholder consents to the receipt of such sale) have been made (the “Insolvency Proceeds”) in the Collection Accountdemand note. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Certificateholder Issuer will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent pursuant to Indenture Trustee provided for in this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (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, premium, if any, and interest then due and payable on the NotesNotes and the Certificates. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Insurer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Collateral Agent, the Backup Servicer, the Trust Collateral Agent Agent, the Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last day of any Collection Period as of which the then outstanding Pool Balance shall be less than or equal to is 10% or less of the Original Pool BalanceBalance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Date, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsDeposit Account; provided, however, that that, unless Moody's agrees otherwise, the amount to be paid for Servicer may not effect any such purchase (as set forth in if the following sentence) rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall be sufficient have received an Opinion of Counsel to pay the full amount of principal, and interest then due and payable on the Noteseffect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.04 in the Collection Deposit Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated defaulted Receivables), plus the appraised value of any such other property held by the TrustTrust other than the Deposit Account, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to 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 Deposit Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon. (b) Upon any sale Notice of the assets exercise of the Trust pursuant to option in Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale9.01(a) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies as soon as practicable after Indenture Trustee on or prior to the Servicer has received notice thereof. (d) Following the satisfaction and discharge last day of the Indenture and the payment Collection Period referred to in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this AgreementSection 9.01(a).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection 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, the Servicer and Servicer, or any successor to the Seller each Servicer, shall have the option to purchase purchase, as of the Owner Trust Estateend of the immediately preceding Collection Period, other than the corpus of the Trust Accounts; provided, however, that Estate for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer Servicer, or any successor to the Seller, as the case may beServicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. (b) Upon Notice of any sale of the assets such purchase of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder under this Agreement other than Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee provided for in this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee or the Noteholders with respect thereto. The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this AgreementSection. If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholder or Noteholders.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHICA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHICA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHICA, and CNHICA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHICA shall not exercise such option unless the amount so deposited, together with funds on deposit in and the Trust Accounts, would be sufficient to pay the TrustRedemption Price pursuant to Section 10.1(a) of the Indenture. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) [Reserved]; (ii) second, to pay the Servicer its accrued and unpaid Servicing Fee; (iii) third, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) sixth, to the Servicer, to cover any accrued and unpaid reimbursable expenses; and (vii) seventh, to the Issuing Entity for distribution to the Certificateholders. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHICA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies Trustee as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(aOn the Payment Date immediately following (and on each Payment Date thereafter) of the Indenture, on the last day of any Collection Period as of which the Pool then outstanding aggregate Principal Balance shall be less than or equal to of the Receivables is 10% or less of the Original Pool Aggregate Starting Principal Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to 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 pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, all accrued but unpaid interest (including any overdue interest and premium) thereon and all amounts owing to the Swap Counterparty under the Interest Rate Swaps, if any. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 As described in Article IX of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Certificateholder Owner Trustee will succeed to the rights of, and assume but not the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 10% of the Original Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by in the TrustTrust other than in the Trust Accounts and the Certificate Distribution Account, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)Indenture Trustee, and into the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, 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 pursuant to the second preceding sentence is greater than or equal to the sum of the outstanding principal balance of the Notes and all accrued but unpaid interest (including any overdue interest) thereon and the 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 in the Reserve Account, shall be used to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. (b) Upon any sale of Unless otherwise required by the assets of Rating Agencies as set forth in writing delivered to the Trust pursuant to Section 8.1 of Owner Trustee and the Trust AgreementIndenture 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 instruct deliver to the Trust Collateral Agent Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to deposit the proceeds from effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such sale after all payments and reserves therefrom (including the expenses of purchase option represented a fair market price for such sale) have been made (the “Insolvency Proceeds”) in the Collection AccountReceivables. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder hereunder, and the Certificateholder Indenture Trustee will succeed continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including without limitation making distributions from the Payahead Account and assume the obligations of, Collection Account in accordance with Section 4.6 and making withdrawals from the Trust Collateral Agent pursuant to this AgreementReserve Account in accordance with Sections 4.5(b) and 4.7.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHICA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHICA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHICA, and CNHICA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHICA shall not exercise such option unless the amount so deposited, together with funds on deposit in and the Trust Accounts, would be sufficient to pay the TrustRedemption Price pursuant to Section 10.1(a) of the Indenture. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to pay the Servicer (if NH Credit or an affiliate of NH Credit is no longer the Servicer) its accrued and unpaid Servicing Fee; (ii) second, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture and to the Trustee for amounts due to it under the Trust Agreement; (iii) third, to the Asset Representations Reviewer for all amounts due to it, including indemnities, according to the Basic Documents; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) sixth, to pay the Servicer (if NH Credit or an affiliate of NH Credit is the Servicer) its accrued and unpaid Servicing Fee; (vii) seventh, to the Servicer, to cover any accrued and unpaid reimbursable expenses; (viii) eighth, to the Trustee for amounts due to the Trustee under the Trust Agreement, to the extent not paid under clause (ii) above; and (ix) ninth, to the Issuing Entity for distribution to the Certificateholders. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHICA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies Trustee as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHCA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHCA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHCA, and CNHCA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHCA shall not exercise such option unless the amount so deposited, together with funds on deposit in and the Trust Accounts, would be sufficient to pay the TrustRedemption Price pursuant to Section 10.1(a) of the Indenture. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to pay the Backup Servicer its accrued and unpaid Backup Servicer Fees; (ii) second, to pay the Servicer its accrued and unpaid Servicing Fee; (iii) third, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) sixth, first, to the Backup Servicer, to cover any accrued and unpaid reimbursable expenses (including the Backup Servicer Expenses) to the extent unreimbursed after application of Section 4.12 of the Sale and Servicing Agreement and second to the Servicer, to cover any accrued and unpaid reimbursable expenses; and (vii) seventh, to the Issuing Entity for distribution to the Certificateholders. Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHCA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Backup Servicer as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 NotesNotes [and all amounts due and payable to the Hedge Provider]. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 all amounts due and payable to the Hedge Provider] and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholder[s] will succeed to the rights of the Noteholders hereunder and the Certificateholder Certificateholder[s] will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to the amount to be paid for such purchase Optional Purchase Price (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 Notes“Optional Purchase”). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, as no later than the case may befirst Business Day of the month in which such purchase is to be effected and shall, shall on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an amount equal to the greater Optional Purchase Price (or the deposit in cash of (i) the such lesser amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivablesas provided in Section 9.01(b), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Xxxxx’x is less than “Ba1” unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the 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 this Agreement. 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. (b) Upon any sale The Servicer, at its option, may pay all or a portion of the assets Optional Purchase Price by issuing a demand note in favor of the Trust pursuant Trust, the terms of which, on the whole, shall be commercially reasonable and substantially similar to Section 8.1 of the Trust Agreementterms that would prevail in an arms-length negotiation between unaffiliated parties; provided, however, that (i) the Servicer shall instruct pay in cash the Trust Collateral Agent portion of the Optional Purchase Price that is equal to deposit or greater than the proceeds from sum of (x) the Outstanding Amount of all Classes of Notes and (y) the Noteholders’ Interest Distributable Amount for all Classes of Notes for such sale after all payments Distribution Date, and reserves therefrom (including ii) the expenses Servicer may issue a demand note to a Certificateholder pursuant to this Section 9.01 only if such Certificateholder consents to the receipt of such sale) have been made (the “Insolvency Proceeds”) in the Collection Accountdemand note. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Certificateholder Issuer will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent pursuant to Indenture Trustee provided for in this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, On any Payment Date on or after the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Collateral Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts. To exercise such option, the Servicer shall (subject to the proviso below) deposit in the Collection Account pursuant to Section 5.6 an amount equal to the fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; 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(i) the aggregate outstanding Note Balance, (ii) accrued and unpaid interest then due and payable 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. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account Upon receipt of an amount equal to the greater fair market value of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by 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 if its designee the Trust Collateral Agent has received written notice that there is a material error related Receivables Files and shall execute and deliver all 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’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and or such designee title to the TrustGrantor 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 Securityholders on such Payment Date as if such option to purchase the Owner Trust Estate had never been exercised. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer Servicer, which notice shall include, among other things, the items specified in Section 9.1(c) of the Issuer Trust Agreement, to the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent Custodian and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last day of any Collection Period as of which the then outstanding Pool Balance shall be less than or equal to is 10% or less of the Original Pool BalanceBalance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Date, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsDeposit Account; provided, however, that that, unless Moody's agrees otherwise, the amount to be paid for Servicer may not effect any such purchase (as set forth in if the following sentence) rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall be sufficient have received an Opinion of Counsel to pay the full amount of principal, and interest then due and payable on the Noteseffect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.04 in the Collection Deposit Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated defaulted Receivables), plus the appraised value of any such other property held by the TrustTrust other than the Deposit Account, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to 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 Deposit Account pursuant to the preceding sentence, together with any other funds in the Deposit Account, is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon. (b) Upon any sale Notice of the assets exercise of the Trust pursuant to option in Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale9.01(a) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies as soon as practicable after Indenture Trustee on or prior to the Servicer has received notice thereof. (d) Following the satisfaction and discharge last day of the Indenture and the payment Collection Period referred to in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this AgreementSection 9.01(a).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHICA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHICA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHICA, and CNHICA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHICA shall not exercise such option unless the amount so deposited, together with funds on deposit in and the Trust Accounts, would be sufficient to pay the TrustRedemption Price pursuant to Section 10.1(a) of the Indenture. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) [Reserved]; (ii) second, to pay the Servicer its accrued and unpaid Servicing Fee; (iii) third, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) sixth, to the Servicer, to cover any accrued and unpaid reimbursable expenses; and (vii) seventh, to the Issuing Entity for distribution to the Certificateholders. Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHICA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies Trustee as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, On any Payment Date on or after the last day of any Collection Period as of which the Pool Collateral Balance shall be less than or equal to 10% of the Original Pool Collateral Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts. To exercise such option, the Servicer shall (subject to the proviso below) deposit in the Collection Account pursuant to Section 5.6 an amount equal to the fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Trustee, and shall succeed to all interests in and to the Trust; 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(i) the aggregate outstanding Note Balance, (ii) accrued and unpaid interest then due and payable 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. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account Upon receipt of an amount equal to the greater fair market value of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by and written instructions from the Servicer, the Trustee shall release to the Servicer or if its designee the Trust Collateral Agent has received written notice that there is a material error related Receivables Files and shall execute and deliver all 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’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and or such designee title to the TrustReceivables 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 Securityholders on such Payment Date as if such option to purchase the Owner Trust Estate had never been exercised. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer Servicer, which notice shall include, among other things, the items specified in Section 9.1(c) of the Trust Agreement, to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection 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, the Servicer and Servicer, or any successor to the Seller each Servicer, shall have the option to purchase the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer Servicer, or any successor to the Seller, as the case may beServicer, shall notify the Swap Counterparty, the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder and the Swap Counterparty as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the NotesNotes and all Net Swap Payments, if any and any Swap Termination Payments, if any, due to the Swap Counterparty, the Certificateholder will succeed to the rights of the Noteholders hereunder under this Agreement other than Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee provided for in this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee, the Swap Counterparty or the Noteholders with respect thereto. The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this AgreementSection. If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholder or Noteholders.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts and the Certificate Distribution Account (with the consent of the Security Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Security 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, premium and other amounts owing to the Security Insurer if any, and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.5 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus any amounts then due and owing to the Security Insurer plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Security Insurer (unless an Insurer Default shall have occurred and be continuing), the Owner Trustee and the Trust Collateral Agent)Trustee, and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Servicer shall instruct the Trustee to make, and the Trustee shall make, the following deposits and distributions (after the application on such Distribution Date of the Distribution Amount pursuant to Section 5.6(a)) from the Insolvency Proceeds and the Distribution Amount for such Distribution Date: (i) to the Note Distribution Account, any portion of the Noteholders’ Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; and (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date). Any Insolvency Proceeds remaining after the deposits described above shall be paid first to the Security Insurer to the extent of any amounts owing to the Security Insurer under the Insurance Agreement and not paid, and second, to the extent of any remaining funds, to the Certificateholders. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Indenture Collateral Agent Agent, the Security Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last day of any Collection 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 BalanceBalance and the Class A-1 Notes have been paid in full, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts and the Certificate Distribution Account; provided, however, that that, unless Moody's agrees otherwise, the amount to be paid for Servicer may not effect any such purchase (as set forth in if the following sentence) rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall be sufficient have received an Opinion of Counsel to pay the full amount of principal, and interest then due and payable on the Noteseffect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated defaulted Receivables), plus the appraised value of any such other property held by the TrustTrust other than the Trust Accounts and the Certificate Distribution Account, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to 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 pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest and premium) thereon. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 9.02 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of the Total Distribution Amount and funds on deposit in the Reserve Account pursuant to Sections 5.06 and 5.07) from the Insolvency Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal balance of the Notes (after giving effect to the reduction in the outstanding principal balance of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). Any investments on deposit in the Reserve Account or Note Distribution Account which will not mature on or before such Distribution Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Payment Determination Date preceding such Distribution Date. Any Insolvency Proceeds remaining after the deposits described above shall be paid to the Company. (c) Notice 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, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection 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, the Servicer and Servicer, or any successor to the Seller each Servicer, shall have the option to purchase the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer Servicer, or any successor to the Seller, as the case may beServicer, shall notify the Swap Counterparty, the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder and the Swap Counterparty as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the NotesNotes and of the Revolving Liquidity Note, the Certificateholder will succeed to the rights of the Noteholders hereunder under this Agreement other than Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee provided for in this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee, the Swap Counterparty, the holder of the Revolving Liquidity Note or the Noteholders with respect thereto. The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this AgreementSection. If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholder or Noteholders.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If on any Payment Date the Note Balance of the Indenture, on the last day of any Collection Period as of which the Pool Balance Notes shall be less than or equal to 105% of the Original Pool Initial Note Balance, after giving effect to all principal payments made on such Payment Date, the Servicer and the Seller each shall have the option to purchase on such Payment Date the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beTrustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected, and shall deposit pursuant to Section 5.6 in into the Collection Account on the related Deposit Date an 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 aggregate Purchase Amount for the Receivables (including Liquidated ReceivablesReceivables that became Defaulted Receivables during the related Collection Period), less the Reserve Fund Amount, which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the appraised value of Note Balance plus all accrued but unpaid interest (including any other property held by overdue interest) on the Trust, (such value Notes plus all amounts due to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and Asset Representations Reviewer Fees. Upon such payment, the Trust Collateral Agent), and Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate amount so deposited in respect of such 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 Four. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will Certificateholders shall succeed to the rights of the Noteholders hereunder and under the Certificateholder will succeed other Basic Documents and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including making distributions from the Collection Account in accordance with Section 4.04 and assume making withdrawals from the obligations of, the Trust Collateral Agent pursuant to this AgreementReserve Fund in accordance with Sections 4.02 and 4.07.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On any Distribution Date after the last day of any Collection Period as of which the Pool Balance shall will be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall will have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (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 will be sufficient to pay the full amount of principal, premium, if any, and interest then due and payable on the NotesNotes on such Distribution Date. To exercise such option, the Servicer or the Seller, as the case may be, shall will deposit at least two Business Days prior to such Distribution Date pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including other than Receivables that became Liquidated ReceivablesReceivables on or before the last day of the Collection Period preceding such Distribution Date), plus the appraised value of any other property held by the TrustTrust (other than the Trust Accounts), (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Insurer and the Trust Collateral Agent)Indenture Trustee, and shall will succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall will instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Collection Account. (c) Notice of any termination of the Trust shall will be given by the Servicer to the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent Backup Servicer, the Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trust will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHCA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHCA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHCA, and CNHCA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHCA shall not exercise such option unless the amount so deposited, together with funds on deposit in the Trust Accounts, would be sufficient to pay the Redemption Price pursuant to Section 10.1(a) of the Indenture and all amounts due and payable to the TrustCounterparties. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to pay the Backup Servicer its accrued and unpaid Backup Servicer Fees; (ii) second, to pay the Servicer its accrued and unpaid Servicing Fee; (iii) third, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section ; (vi) sixth, first, to the Backup Servicer, to cover any accrued and unpaid reimbursable expenses (including the Backup Servicer Expenses) to the extent unreimbursed after application of Section 4.12 of the Sale and Servicing Agreement and second to the Servicer, to cover any accrued and unpaid reimbursable expenses; and (vii) seventh, to the Issuing Entity for distribution to the Certificateholders. Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHCA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Backup Servicer as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. In addition, the Servicer shall give notice of termination of the Trust to the Counterparties. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last day of any Collection 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 BalanceBalance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts and the Certificate Distribution Account; provided, however, that that, unless Moody's agrees otherwise, the amount to be paid for Servicer may not effect any such purchase (as set forth in if the following sentence) rating of CFC's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall be sufficient have received an Opinion of Counsel to pay the full amount of principal, and interest then due and payable on the Noteseffect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated defaulted Receivables), plus the appraised value of any such other property held by the TrustTrust other than the Trust Accounts and the Certificate Distribution Account, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to 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 pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal balance of the Notes and all accrued but unpaid interest (including any overdue interest and premium) thereon. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 As described in Article IX of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other 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 Trust Accounts; 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 aggregate outstanding principal amount of principalthe 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 and interest then due and payable on the Notes(iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the SellerServicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than 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 purchase is to occur, deposit pursuant to Section 5.6 4.06 in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the TrustTrust (less liquidation expenses to be incurred in connection with the recovery thereof), (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Seller, the Servicer and the Trust Collateral Agent)Trustee, and shall succeed to all interests in and to the Trust. (b) Upon . Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any sale such purchase if the long-term unsecured debt obligations of the assets 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 Trust pursuant amount necessary to Section 8.1 purchase the corpus of the Trust AgreementTrust, the Servicer shall instruct for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been Receivables. The payment shall be made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust manner specified in Section 4.06, and shall be given by distributed pursuant to Section 4.07. In the Servicer event that both the Seller and the Servicer, or any successor to the Owner TrusteeServicer, elect to purchase the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Receivables pursuant to this AgreementSection, 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) Subject to Section 10.1(a) of the Indenture, On any Payment Date on or after the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts. To exercise such option, the Servicer shall (subject to the proviso below) deposit in the Collection Account pursuant to Section 5.6 an amount equal to the fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Trustee, and shall succeed to all interests in and to the Trust; 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(i) the aggregate outstanding Note Balance, (ii) accrued and unpaid interest then due and payable 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. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account Upon receipt of an amount equal to the greater fair market value of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by and written instructions from the Servicer, the Trustee shall release to the Servicer or if its designee the Trust Collateral Agent has received written notice that there is a material error related Receivables Files and shall execute and deliver all 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’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and or such designee title to the TrustReceivables 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 Securityholders on such Payment Date as if such option to purchase the Owner Trust Estate had never been exercised. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer Servicer, which notice shall include, among other things, the items specified in Section 9.1(c) of the Trust Agreement, to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Agency as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than 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 case may beDistribution Date on which such purchase is to occur, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust 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 unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less then "Ba1" by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the 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 this Agreement. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Certificateholder Issuer will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent pursuant to Indenture Trustee provided for in this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHICA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHICA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHICA, and CNHICA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHICA shall not exercise such option unless the amount so deposited, together with funds on deposit in the Trust Accounts, would be sufficient to pay the Redemption Price pursuant to Section 10.1(a) of the Indenture [and all amounts due and payable to the TrustCounterparties]. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) [first,] to pay the Asset Representations Reviewer, all amounts due, including indemnities[, up to a maximum of $[ ] per year]; (ii) [second], to pay the Servicer its accrued and unpaid Servicing Fee; (iii) [third], to the Indenture Trustee for amounts due under Section 6.7 of the Indenture; (iv) [fourth], to the Administrator, its accrued and unpaid Administration Fees; (v) [fifth], to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) [sixth], to the Servicer, to cover any accrued and unpaid reimbursable expenses; and (vii) [seventh], to the Issuing Entity for distribution to the Certificateholders. Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHICA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies Trustee as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. [In addition, the Servicer shall give notice of termination of the Trust to the Counterparties.] (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of To the Indenture, on extent and under the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balancecircumstances provided in a Series Supplement, the Master Servicer and the Seller each shall have the option to purchase the Owner related Series Trust Estate, other than the Trust Accounts; 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, principal and interest then due and payable on the NotesNotes of such Series and all other amounts due to the Series Securityholders, the Indenture Trustee and Owner Trustee under the related Series Supplement. To exercise such option, the Master Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.3 in the Master Collection Account an 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 aggregate Purchase Repurchase Amount for the Receivables (including Liquidated related Receivables), plus the appraised value of any other property held by the Trustconstituting such Series Trust Estate, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Master Servicer and the Trust Collateral Agent)Trust, and shall succeed to all interests in and to the Trustrelated Series Trust Estate. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 Article IV of the Trust AgreementIndenture , the Master Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Master Collection Account. (c) Notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Indenture Trustee and the Rating Agencies as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Payment Date following the last day of any Collection Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 4.05(a) in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. (b) Upon On or prior to any sale optional purchase of the assets Owner Trust Estate as described in clause (a) above, the following shall be completed: (i) As described in Article Nine of the Trust pursuant to Section 8.1 Agreement and Article Ten of the Trust AgreementIndenture, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof., but no later than 30 days prior to the date of such optional purchase, substantially in the form attached hereto as Exhibit C; (dii) Following As described in the Note Depository Agreement, notice of any termination of the Trust shall be given by the Indenture Trustee to DTC as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 30 days prior to the date of such optional purchase; (iii) As described in Section 10.01 of the Indenture, notice of any termination of the Trust shall be given by the Indenture Trustee to each Noteholder as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 10 days prior to the date of such optional purchase; (iv) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Trust shall be given by the Owner Trustee to the Certificateholders within 5 Business Days of receipt of notice of such termination by the Owner Trustee from the Servicer, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders; (v) Upon receipt of notice of any termination of the Trust by the Certifcateholder, the Certificateholder, or its affiliate, shall forward the Trust Certificate to the Owner Trustee or the Paying Agent (if other than the Owner Trustee); (vi) As described in Section 4.01 of the Indenture, AHFC shall deliver to the Indenture Trustee an Officer's Certificate relating to such optional purchase, substantially in the form attached hereto as Exhibit D; (vii) As described in Section 4.01 of the Indenture, an Opinion of Counsel to AHFC shall be delivered to the Indenture Trustee and the Owner Trustee stating that all conditions precedent relating to the satisfaction and discharge of the Indenture and the payment have been complied with; (viii) As described in full Section 9.01(e) of the principal Trust Agreement, upon termination of and interest on the NotesTrust Estate, the Certificateholder will succeed to Owner Trustee shall upon the rights direction and at the expense of the Noteholders hereunder and Depositor cause the Certificateholder will succeed Certificate of Trust to be cancelled by filing a certificate of cancellation with the rights of, and assume Secretary of State in accordance with Section 3810 of the obligations of, Statutory Trust Statute; and (ix) Upon termination of the Trust Collateral Agent pursuant to this AgreementEstate, AHFC shall (1) file UCC termination statements and (2) cancel State licenses, as necessary.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, On any Payment Date on or after the last day of any Collection Period as of which the Pool Collateral Balance shall be less than or equal to 10% of the Original Pool Collateral Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (with the consent of the Note Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing under the Insurance Agreement remaining unpaid). To exercise such option, the Servicer shall (subject to the proviso below) deposit in the Collection Account pursuant to Section 5.6 an amount equal to the fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Note Insurer and the Trustee, and shall succeed to all interests in and to the Trust; 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(i) the aggregate outstanding Note Balance, (ii) the outstanding Residual Certificate Notional Balance, (iii) accrued and unpaid interest then due and payable 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. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account Upon receipt of an amount equal to the greater fair market value of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by and written instructions from the Servicer, the Trustee shall release to CPS or if its designee the Trust Collateral Agent has received written notice that there is related Receivables Files and shall execute and deliver all 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 material error Trustee's Certificate in the Servicer’s calculationform 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, by an appraiser mutually agreed upon by the Servicer Securityholders shall on the related Payment Date receive the payments of interest and the Trust Collateral Agent), and shall succeed to all interests in and principal that would be due to the TrustSecurityholders on such Payment Date as if such option to purchase the Owner Trust Estate had never been exercised. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer Servicer, which notice shall include, among other things, the items specified in Section 9.1(c) of the Trust Agreement, to the Owner Trustee, the Trustee, the Trust Collateral Agent Note Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Residual Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to Trustee under this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHCA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHCA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHCA, and CNHCA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHCA shall not exercise such option unless the amount so deposited, together with funds on deposit in the Trust Accounts, would be sufficient to pay the Redemption Price pursuant to Section 10.1(a) of the Indenture and all amounts due and payable to the TrustCounterparties. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to pay the Backup Servicer its accrued and unpaid Backup Servicer Fees; (ii) second, to pay the Servicer its accrued and unpaid Servicing Fee; (iii) third, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) sixth, first, to the Backup Servicer, to cover any accrued and unpaid reimbursable expenses (including the Backup Servicer Expenses) to the extent unreimbursed after application of Section 4.12 of the Sale and Servicing Agreement and second to the Servicer, to cover any accrued and unpaid reimbursable expenses; and (vii) seventh, to the Issuing Entity for distribution to the Certificateholders. Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHCA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Backup Servicer as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. In addition, the Servicer shall give notice of termination of the Trust to the Counterparties. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period On each Determination Date as of which the Pool Balance shall with respect to the related Distribution Date will be equal to or less than or equal to 10% of the Original Initial Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust EstateReceivables. If the Servicer shall elect not to exercise such option, other than a Certificateholder evidencing 100% of the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth percentage interests in the following sentence) Certificates shall have the option to purchase the Receivables; provided that such Certificateholder shall not be sufficient to pay the full amount of principalSeller, and interest then due and payable on the NotesDepositor or any Affiliate thereof. To exercise such option, the Servicer or the Seller, as the case may beCertificateholder, shall deposit pursuant to Section 5.6 in the Collection Account on the Business Day prior to the Redemption Date, an amount equal to the greater lesser of (i) the fair market value of the Receivables and (ii) aggregate Repurchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period) and shall succeed to all interests in and to the Receivables; provided, however, that in order for the Servicer or such Certificateholder to exercise such option the amount necessary deposited into the Collection Account shall be sufficient to pay the full amount of principal and interest then due and payable on the any Outstanding Notes and (ii) to pay any amounts due to the aggregate Purchase Amount for Indenture Trustee and the Receivables (including Liquidated Receivables)Owner Trustee; and provided further, plus that the appraised value Certificateholder shall also be required to deposit into the Collection Account on the date of any other property held by the Trustsuch purchase, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by amount sufficient reimburse the Servicer and the Trust Collateral Agent)for any Monthly Advances which have not been reimbursed in accordance with this Agreement. The exercise of such option shall effect a retirement, and shall succeed to in whole but not in part, of all interests in and to the Trustoutstanding Notes. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 As described in Article IX of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the Original Pool Aggregate Starting Receivables Balance, the Servicer and the Seller each shall have the option to purchase the assets of the Owner Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. 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, however, that the amount then 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Liquidating Receivables), plus the appraised value of any such other property held by contained in the TrustOwner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, each Trustee and the Trust Collateral Agent. 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 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, each Trustee and the Agent; provided, in all events that such amount (when added to any funds then on deposit in the Designated Accounts) must be at least equal to the 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 Monthly Period in which such option is exercised. Thereupon, the Servicer shall succeed to all interests in and to the Trust. Owner Trust Estate (b) Upon any sale of other than the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Designated Accounts and the Rating Agencies as soon as practicable after the Servicer has received notice thereofCertificate Distribution Account). (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of ------------------------------------ any Collection Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the Original Pool BalanceAggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer and the Seller each shall have the option to purchase the assets of the Owner Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, howeverInc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, that the amount then 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Liquidating Receivables), plus the appraised value of any such other property held by contained in the TrustOwner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Trust Collateral AgentServicer'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 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 each Trustee; provided, that such amount (when added to any funds then on deposit in the Designated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, the Servicer shall succeed to all interests in and to the Trust. Owner Trust Estate (b) Upon any sale of other than the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Designated Accounts and the Rating Agencies as soon as practicable after the Servicer has received notice thereofCertificate Distribution Account). (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Payment Date following the last day of any Collection Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 4.05(a) in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. (b) Upon On or prior to any sale optional purchase of the assets of Owner Trust Estate as described in clause (a) above, the Trust pursuant to Section 8.1 following shall be completed: (i) As described in Article Nine of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof., but no later than 30 days prior to the date of such optional purchase, substantially in the form attached hereto as Exhibit C; (dii) Following As described in the Note Depository Agreement, notice of any termination of the Trust shall be given by the Indenture Trustee to DTC as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 30 days prior to the date of such optional purchase; (iii) As described in Section 10.01 of the Indenture, notice of any termination of the Trust shall be given by the Indenture Trustee to each Noteholder as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 10 days prior to the date of such optional purchase; (iv) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Trust shall be given by the Owner Trustee to the Certificateholders within 5 Business Days of receipt of notice of such termination by the Owner Trustee from the Servicer, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders; (v) Upon receipt of notice of any termination of the Trust by the Certifcateholder, the Certificateholder, or its affiliate, shall forward the Trust Certificate to the Owner Trustee or the Paying Agent (if other than the Owner Trustee); (vi) As described in Section 4.01 of the Indenture, AHFC shall deliver to the Indenture Trustee an Officer’s Certificate relating to such optional purchase, substantially in the form attached hereto as Exhibit D; (vii) As described in Section 4.01 of the Indenture, an Opinion of Counsel to AHFC shall be delivered to the Indenture Trustee and the Owner Trustee stating that all conditions precedent relating to the satisfaction and discharge of the Indenture and the payment have been complied with; (viii) As described in full Section 9.01(e) of the principal Trust Agreement, upon termination of and interest on the NotesTrust Estate, the Certificateholder will succeed to Owner Trustee shall upon the rights direction and at the expense of the Noteholders hereunder and Depositor cause the Certificateholder will succeed Certificate of Trust to be cancelled by filing a certificate of cancellation with the rights of, and assume Secretary of State in accordance with Section 3810 of the obligations of, Statutory Trust Statute; (ix) Upon termination of the Trust Collateral Agent pursuant to this AgreementEstate, AHFC shall (1) file UCC termination statements and (2) cancel State licenses, as necessary.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each shall have the option to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Sellershall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.4, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any such other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to all interests in in, to and to under the TrustTrust Estate, other than the Trust Accounts. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency "Sale Proceeds”") in the Collection Account. On the Payment Date on, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.5 and 5.6) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to the Note Distribution Account, any portion of the Class A Noteholders' Class Interest Amount and the Outstanding Amount of the Class A Notes (after giving effect to the reduction resulting from the deposits made in the Note Distribution Account on such Payment Date and on prior Payment Dates) not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) second, to the Note Distribution Account, any portion of the Class B Noteholders' Class Interest Amount and the Outstanding Amount of the Class B Notes (after giving effect to the reduction resulting from the deposits made in the Note Distribution Account on such Payment Date and on prior Payment Dates) not otherwise deposited into the Note Distribution Account on such Payment Date; (iii) third, to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) fourth, to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. Any Sale Proceeds remaining after the deposits described above shall be paid to the Seller. (c) Notice 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, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an amount equal to the greater of (i) the amount necessary to pay amounts due and unpaid to the Hedge Provider under the Hedge Agreement and the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 10% of the Original Cutoff Date Pool Balance, the Servicer and the Seller each shall have the option to purchase on the Owner following Distribution Date the Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, the Indenture Trustee and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit pursuant to Section 5.6 in into the Collection Account on the related Deposit Date an 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 aggregate Purchase Amount for the Receivables (including Liquidated ReceivablesReceivables that became Defaulted Receivables during the related Collection Period), less the Reserve Fund Amount, which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the appraised value of Note Balance plus all accrued but unpaid interest (including any other property held by overdue interest) on the Trust, (such value Notes plus all amounts due to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Trust Collateral Agent), and Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate 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 Four. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will Certificateholders shall succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed Indenture Trustee shall continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including making distributions from the Collection Account in accordance with Section 4.08(c) and assume making withdrawals from the obligations of, the Trust Collateral Agent pursuant to this AgreementReserve Fund in accordance with Sections 4.02 and 4.07.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than 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 case may beDistribution Date on which such purchase is to occur, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Moodx'x, xx if NMAC shall then be unrated by Moodx'x, xxen the rating of Nissan Capital of America, Inc., is less then "Ba1" by Moodx'x, xxless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the 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 this Agreement. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.the

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last day of any Collection 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 BalanceBalance and the Class A-1 Notes have been paid in full, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts and the Certificate Distribution Account; provided, however, that that, unless Mxxxx’x agrees otherwise, the amount to be paid for Servicer may not effect any such purchase (as set forth in if the following sentence) rating of the Servicer’s long-term debt obligations is less than Baa3 by Mxxxx’x, unless the Owner Trustee and the Indenture Trustee shall be sufficient have received an Opinion of Counsel to pay the full amount of principal, and interest then due and payable on the Noteseffect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated defaulted Receivables), plus the appraised value of any such other property held by the TrustTrust other than the Trust Accounts and the Certificate Distribution Account, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to 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 pursuant to the preceding sentence is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance and all accrued but unpaid interest (including any overdue interest and premium) thereon. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 9.02 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Distribution Date of the Total Distribution Amount and funds on deposit in the Reserve Account pursuant to Sections 5.06 and 5.07) from the Insolvency Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Noteholders’ Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; (ii) to the Note Distribution Account, the outstanding principal balance of the Notes (after giving effect to the reduction in the outstanding principal balance of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to the Certificate Distribution Account, any portion of the Certificateholders’ Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; and (iv) to the Certificate Distribution Account, the Certificate Balance after giving effect to the reduction in the Certificate Balance to result from the deposits made in the Certificate Distribution Account on such Distribution Date). Any investments on deposit in the Reserve Account or Note Distribution Account which will not mature on or before such Distribution Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Payment Determination Date preceding such Distribution Date. Any Insolvency Proceeds remaining after the deposits described above shall be paid to the Company. (c) Notice 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, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of To the Indenture, on extent and under the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balancecircumstances provided in a Series Supplement, the Master Servicer and the Seller each shall have the option to purchase the Owner related Series Trust Estate, other than the Trust Accounts; providedPROVIDED, howeverHOWEVER, 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, principal and interest then due and payable on the NotesNotes of such Series and all other amounts due to the Series Securityholders, the Trustee and Owner Trustee under the related Series Supplement. To exercise such option, the Master Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.3 in the Master Collection Account an 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 aggregate Purchase Repurchase Amount for the Receivables (including Liquidated related Receivables), plus the appraised value of any other property held by the Trustconstituting such Series Trust Estate, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Master Servicer and the Trust Collateral Agent)Trust, and shall succeed to all interests in and to the Trustrelated Series Trust Estate. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 Article IV of the Trust AgreementIndenture , the Master Servicer shall instruct the Trust Collateral Agent Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Master Collection Account. (c) Notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies as soon as practicable after the Master Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and Indenture, the payment in full of the principal of and interest on the Notes, the Certificateholder 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 hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection 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, the Servicer and Servicer, or any successor to the Seller each Servicer, shall have the option to purchase the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer Servicer, or any successor to the Seller, as the case may beServicer, shall notify [the Swap Counterparty,] the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder [and the Swap Counterparty] as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the NotesNotes [and of the Revolving Liquidity Note], the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder under this Agreement other than Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee provided for in this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholders, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholders, the Indenture Trustee, [the Swap Counterparty,] [the Holder of the Revolving Liquidity Note] or the Noteholders with respect thereto. The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this AgreementSection. If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholders, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholders or Noteholders.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each shall have the option to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Sellershall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.4, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any such other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to all interests in in, to and to under the TrustTrust Estate, other than the Trust Accounts. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency "Sale Proceeds”") in the Collection Account. On the Payment Date on, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.5 and 5.6) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to the Note Distribution Account, any portion of the Class A Noteholders' Interest Distributable Amount and the Outstanding Amount of the Class A Notes (after giving effect to the reduction resulting from the deposits made in the Note Distribution Account on such Payment Date and on prior Payment Dates) not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) second, to the Note Distribution Account, any portion of the Class B Noteholders' Interest Distributable Amount and the Outstanding Amount of the Class B Notes (after giving effect to the reduction resulting from the deposits made in the Note Distribution Account on such Payment Date and on prior Payment Dates) not otherwise deposited into the Note Distribution Account on such Payment Date; (iii) third, to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Payment Date; and (iv) fourth, to the Certificate Distribution Account, the Certificate Balance (after giving effect to the reduction resulting from the deposits made in the Certificate Distribution Account on such Payment Date). Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. Any Sale Proceeds remaining after the deposits described above shall be paid to the Seller. (c) Notice 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, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If on any Payment Date the Note Balance of the Indenture, on the last day of any Collection Period as of which the Pool Balance Notes shall be less than or equal to 105% of the Original Pool Initial Note Balance, after giving effect to all principal payments made on such Payment Date, the Servicer and the Seller each shall have the option to purchase on the Owner following Payment Date the Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beTrustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected and shall deposit pursuant to Section 5.6 in into the Collection Account on the related Deposit Date an 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 aggregate Purchase Amount for the Receivables (including Liquidated ReceivablesReceivables that became Defaulted Receivables during the related Collection Period), less the Reserve Fund Amount, which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the appraised value of Note Balance plus all accrued but unpaid interest (including any other property held by overdue interest) on the Trust, (such value Notes plus all amounts due to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and Asset Representations Reviewer Fees. Upon such payment, the Trust Collateral Agent), and Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate amount so deposited in respect of such 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 Four. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will Certificateholders shall succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed Indenture Trustee shall continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including making distributions from the Collection Account in accordance with Section 4.08(c) and assume making withdrawals from the obligations of, the Trust Collateral Agent pursuant to this AgreementReserve Fund in accordance with Sections 4.02 and 4.07.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (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, premium if any, and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Insurer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent Agent, the Collateral Agent, the Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection 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, the Servicer and Servicer, or any successor to the Seller each Servicer, shall have the option to purchase the Owner Trust Estate, other than corpus of the Trust Accounts; provided, however, that Estate for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer Servicer, or any successor to the Seller, as the case may beServicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. (b) Upon Notice of any sale of the assets such purchase of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust Estate shall be given by the Servicer Owner Trustee and the Indenture Trustee to the Owner Trustee, the Trustee, the Trust Collateral Agent Delaware Trustee and the Rating Agencies each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder under this Agreement other than Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee provided for in this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Delaware Trustee, the Certificateholder, the Indenture Trustee or the Noteholders with respect thereto. The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this AgreementSection. If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholder or Noteholders.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHICA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHICA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be as reasonably determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)CNHICA, and CNHICA shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHICA shall not exercise such option unless the amount so deposited, together with funds on deposit in and the Trust Accounts, would be sufficient to pay the TrustRedemption Price pursuant to Section 10.1(a) of the Indenture. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following payments and deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to pay the Servicer (if NH Credit or an Affiliate of NH Credit is no longer the Servicer) its accrued and unpaid Servicing Fee; (ii) second, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture and to the Trustee for amounts due to it under the Trust Agreement; (iii) third, to the Asset Representations Reviewer for all amounts due to it, including indemnities, according to the Basic Documents; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) sixth, to pay the Servicer (if NH Credit or an Affiliate of NH Credit is the Servicer) its accrued and unpaid Servicing Fee; (vii) seventh, to the Servicer, to cover any accrued and unpaid reimbursable expenses; (viii) eighth, to the Trustee for amounts due to the Trustee under the Trust Agreement, to the extent not paid under clause (ii) above; and (ix) ninth, to the Issuing Entity for distribution to the Certificateholders. (c) Notice of any termination As described in Article IX of the Trust shall be given by Agreement, once CNHICA has made its determination to make the purchase described under Section 9.1(a) (the “Clean-Up Call”), the Servicer shall send notice of the anticipated dissolution of the Trust to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies Trustee as soon as practicable after the Servicer has received notice thereofof the Clean-Up Call. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (asuch purchase, the “Optional Purchase”) Subject to Section 10.1(aand the other assets in the Trust Estate (other than the Reserve Account) on any Payment Date (the “Optional Purchase Date”) if both of the Indenture, on following conditions are satisfied: (i) as of the last day of any the related Collection Period as of which Period, the Pool Balance shall be has declined to 5.0% or less than or equal to 10% of the Original Pool Balance, Balance as of the Servicer Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid Available Collections for such purchase (as set forth in the following sentence) shall Payment Date would be sufficient to pay (A) the full amount of principalServicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, and (B) interest then due and payable 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 Indenture Trustee, the Administrator and the Servicer, which have not been previously paid. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Optional Purchase Price into the Collection Account an amount equal on the Business Day prior to the greater 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 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 amount necessary Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to pay the full amount Noteholders of principal and interest then due and payable record on the Notes such date and (ii) the aggregate Purchase Amount 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 Receivables Trust Estate (including Liquidated Receivablesother than the Reserve Account) under this Section 6.6 shall be equal to the Optional Purchase Price. If the Servicer exercises its option to purchase the Trust Estate (other than the Reserve Account), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust Notes shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent redeemed and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest each case in whole but not in part on the Notes, Optional Purchase Date for the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this AgreementRedemption Price.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (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, principal and interest then due and payable on the Notes, and amounts due and unpaid to the Insurer under the Insurance Agreement. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Insurer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent Agent, the Collateral Agent, the Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and the Seller each NMAC, as Servicer, shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to the amount to be paid for such purchase Optional Purchase Price (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 Notes“Optional Purchase”). To exercise such option, the Servicer or the SellerNMAC, as the case may beServicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the first Business Day of the month in which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur (such Distribution Date, the “Redemption Date”), deposit pursuant to Section 5.6 5.05 in the Collection Account an amount equal to the greater of Optional Purchase Price (i) the amount necessary subject to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral AgentSection 5.09), and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate (other than the Reserve Account). Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer. The Servicer has received shall also deliver a copy of such notice thereofto each Rating Agency. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent pursuant to Indenture Trustee provided for in this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and the Seller each NMAC, as Servicer, shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to the amount to be paid for such purchase Optional Purchase Price (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 Notes“Optional Purchase”). To exercise such option, the Servicer or the SellerNMAC, as the case may beServicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the first Business Day of the month in which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur (such Distribution Date, the “Redemption Date”), deposit pursuant to Section 5.6 5.05 in the Collection Account an amount equal to the greater of Optional Purchase Price (i) the amount necessary subject to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral AgentSection 5.09), and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate (other than the Reserve Account). Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer. The Servicer has received shall also deliver a copy of such notice thereofto each Rating Agency. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent pursuant to Indenture Trustee provided for in this Agreement.. 59 (Nissan 2012-B Sale and Servicing Agreement)

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If on any Payment Date the Note Balance of the Indenture, on the last day of any Collection Period as of which the Pool Balance Notes shall be less than or equal to 105% of the Original Pool Initial Note Balance, after giving effect to all principal payments made on such Payment Date, the Servicer and the Seller each shall have the option to purchase on such Payment Date the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beTrustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected, and shall deposit pursuant to Section 5.6 in into the Collection Account on the related Deposit Date an 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 aggregate Purchase Amount for the Receivables (including Liquidated ReceivablesReceivables that became Defaulted Receivables during the related Collection Period), less the Reserve Fund Amount, which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the appraised value of Note Balance plus all accrued but unpaid interest (including any other property held by overdue interest) on the Trust, (such value Notes plus all amounts due to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and Asset Representations Reviewer Fees. Upon such payment, the Trust Collateral Agent), and Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate amount so deposited in respect of such 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 Four. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will Certificateholders shall succeed to the rights of the Noteholders hereunder and under the Certificateholder will succeed other Basic Documents and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the rights ofCertificateholders, including making distributions from the Collection Account in accordance with Section 4.08(c) and assume making withdrawals from the obligations of, the Trust Collateral Agent pursuant to this AgreementReserve Fund in accordance with Sections 4.02 and 4.07.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts and the Certificate Distribution Account (with the consent of the Security Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Security 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, premium and other amounts owing to the Security Insurer if any, and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.5 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus any amounts then due and owing to the Security Insurer plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Security Insurer (unless an Insurer Default shall have occurred and be continuing), the Owner Trustee and the Trust Collateral Agent)Trustee, and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Servicer shall instruct the Trustee to make, and the Trustee shall make, the following deposits and distributions (after the application on such Distribution Date of the Distribution Amount pursuant to Section 5.6(a)) from the Insolvency Proceeds and the Distribution Amount for such Distribution Date: (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Distribution Date; and (ii) to the Note Distribution Account, the outstanding principal amount of the Notes (after giving effect to the reduction in the outstanding principal amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date). Any Insolvency Proceeds remaining after the deposits described above shall be paid first to the Security Insurer to the extent of any amounts owing to the Security Insurer under the Insurance Agreement and not paid, and second, to the extent of any remaining funds, to the Certificateholders. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Indenture Collateral Agent Agent, the Security Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to the amount to be paid for such purchase Optional Purchase Price (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 Notes"Optional Purchase"). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than 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 case may beDistribution Date on which such purchase is to occur, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an amount equal to the greater Optional Purchase Price (or the deposit in cash of (i) the such lesser amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivablesas provided in Section 9.01(b), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust 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 unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less then "Ba1" by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the 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 this Agreement. 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. (b) Upon any sale The Servicer, at its option, may pay all or a portion of the assets Optional Purchase Price by issuing a demand note in favor of the Trust pursuant Trust, the terms of which, on the whole, shall be commercially reasonable and substantially similar to Section 8.1 of the Trust Agreementterms that would prevail in an arms-length negotiation between unaffiliated parties; provided, however, that (i) the Servicer shall instruct pay in cash the Trust Collateral Agent portion of the Optional Purchase Price that is equal to deposit or greater than the proceeds from sum of (x) the Outstanding Amount of all Classes of Notes and (y) the Noteholders' Interest Distributable Amount for all Classes of Notes for such sale after all payments Distribution Date, and reserves therefrom (including ii) the expenses Servicer may issue a demand note to a Certificateholder pursuant to this Section 9.01 only if such Certificateholder consents to the receipt of such sale) have been made (the “Insolvency Proceeds”) in the Collection Accountdemand note. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Certificateholder Issuer will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent pursuant to Indenture Trustee provided for in this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(aOn the Payment Date (other than the Special Payment Date) of the Indenture, immediately following (and on each Payment Date thereafter) the last day of any Collection Period as of which the Pool then outstanding aggregate Principal Balance shall be less than or equal to of the Receivables is 10% or less of the Original Pool Aggregate Starting Principal Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to 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 pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, all accrued but unpaid interest (including any overdue interest and premium) thereon and all amounts owing by the Issuing Entity to the Asset Representations Reviewer. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 As described in Article IX of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Certificateholder Owner Trustee will succeed to the rights of, and assume but not the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to the amount to be paid for such purchase Optional Purchase Price (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 Notes“Optional Purchase”). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, as no later than the case may befirst Business Day of the month in which such purchase is to be effected and shall, shall on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an amount equal to the greater Optional Purchase Price (or the deposit in cash of (i) the such lesser amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivablesas provided in Section 9.01(b), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Xxxxx’x is less than “Ba1” unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the 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 this Agreement. 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. (b) Upon any sale The Servicer, at its option, may pay all or a portion of the assets Optional Purchase Price by issuing a demand note in favor of the Trust pursuant Trust, the terms of which, on the whole, shall be commercially reasonable and substantially similar to Section 8.1 of the Trust Agreementterms that would prevail in an arms-length negotiation between unaffiliated parties; provided, however, that (i) the Servicer shall instruct pay in cash the Trust Collateral Agent portion of the Optional Purchase Price that is equal to deposit or greater than the proceeds from sum of (x) the Outstanding Amount of all Classes of Notes and (y) the Noteholders’ Interest Distributable Amount for all Classes of Notes for such sale after all payments Distribution Date, and reserves therefrom (including ii) the expenses Servicer may issue a demand note to a Certificateholder pursuant to this Section 9.01 only if such Certificateholder consents to the receipt of such sale) have been made (the “Insolvency Proceeds”) in the Collection Accountdemand note. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer. The Servicer has received shall also deliver a copy of such notice thereofto each Rating Agency. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Certificateholder Issuer will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent pursuant to Indenture Trustee provided for in this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection 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, the Servicer and the Seller each NMAC, as Servicer, shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to the amount to be paid for such purchase Optional Purchase Price (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 Notes“Optional Purchase”). To exercise such option, the Servicer or the SellerNMAC, as the case may beServicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the first Business Day of the month in which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur (such Distribution Date, the “Redemption Date”), deposit pursuant to Section 5.6 5.05 in the Collection Account an amount equal to the greater of Optional Purchase Price (i) the amount necessary subject to pay the full amount of principal and interest then due and payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral AgentSection 5.09), and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate (other than the Reserve Account). Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer. The Servicer has received shall also deliver a copy of such notice thereofto each Rating Agency. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Certificateholder Issuer will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent pursuant to Indenture Trustee provided for in this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Payment Date following the last day of any Collection Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that Accounts and 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 NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 4.05(a) in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. (b) Upon On or prior to any sale optional purchase of the assets of Owner Trust Estate as described in clause (a) above, the Trust pursuant to Section 8.1 following shall be completed: (i) As described in Article Nine of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof., but no later than 30 days prior to the date of such optional purchase, substantially in the form attached hereto as Exhibit C; (dii) Following As described in the Note Depository Agreement, notice of any termination of the Trust shall be given by the Indenture Trustee to DTC as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 30 days prior to the date of such optional purchase; (iii) As described in Section 10.01 of the Indenture, notice of any termination of the Trust shall be given by the Indenture Trustee to each Noteholder as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 10 days prior to the date of such optional purchase; (iv) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Trust shall be given by the Owner Trustee to the Certificateholders within 5 Business Days of receipt of notice of such termination by the Owner Trustee from the Servicer, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders; (v) Upon receipt of notice of any termination of the Trust by the Certifcateholder, the Certificateholder, or its affiliate, shall forward the Trust Certificate to the Owner Trustee or the Paying Agent (if other than the Owner Trustee); (vi) As described in Section 4.01 of the Indenture, AHFC shall deliver to the Indenture Trustee an Officer's Certificate relating to such optional purchase, substantially in the form attached hereto as Exhibit D; (vii) As described in Section 4.01 of the Indenture, an Opinion of Counsel to AHFC shall be delivered to the Indenture Trustee and the Owner Trustee stating that all conditions precedent relating to the satisfaction and discharge of the Indenture and the payment have been complied with; (viii) As described in full Section 9.01(e) of the principal Trust Agreement, upon termination of and interest on the NotesTrust Estate, the Certificateholder will succeed to Owner Trustee shall upon the rights direction and at the expense of the Noteholders hereunder and Depositor cause the Certificateholder will succeed Certificate of Trust to be cancelled by filing a certificate of cancellation with the rights of, and assume Secretary of State in accordance with Section 3810 of the obligations of, Statutory Trust Statute; and (ix) Upon termination of the Trust Collateral Agent pursuant to this AgreementEstate, AHFC shall (1) file UCC termination statements and (2) cancel State licenses, as necessary.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts and the Certificate Distribution Account; 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, premium and other amounts owing to the Letter of Credit Provider if any, and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.5 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus any amounts then due and owing to the Letter of Credit Provider plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. On the Distribution Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee to make, and the Indenture Trustee shall make, the following deposits and distributions (after the application on such Distribution Date of the Distribution Amount pursuant to Section 5.6(a)) from the Insolvency Proceeds and the Distribution Amount for such Distribution Date: (i) to the Note Distribution Account, any portion of the Noteholders’ Interest Distributable Amount for each Class of Notes not otherwise deposited into the Note Distribution Account on such Distribution Date; and (ii) to the Note Distribution Account, the Outstanding Amount of the Notes (after giving effect to the reduction in the Outstanding Amount of the Notes to result from the deposits made in the Note Distribution Account on such Distribution Date). Any Insolvency Proceeds remaining after the deposits described above shall be paid first to the Letter of Credit Provider to the extent of any amounts owing to the Letter of Credit Provider under the Letter of Credit Reimbursement Agreement and not paid, and second, to the extent of any remaining funds, to the Certificateholders. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Indenture Trustee, the Trust Indenture Collateral Agent Agent, the Letter of Credit Provider and the Rating Agencies as soon as practicable after the Servicer has received notice thereofpracticable. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume of the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 NotesNotes [and all amounts due and payable to the Hedge Counterparty]. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 all amounts due and payable to the Hedge Counterparty] and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent Indenture Trustee has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral AgentIndenture Trustee), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee[, the TrusteeBackup Servicer], the Trust Collateral Agent Indenture Trustee and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last day of any Collection Period immediately preceding a Monthly Payment Date as of which the then outstanding Pool Balance shall be is less than or equal to ten percent (10% %) of the Original Initial Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for as of 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 Noteslast day. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any such other property held by the TrustTrust other than the Trust Accounts, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Owner Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the resulting distribution to the Noteholders and Certificateholders on the applicable Monthly Payment Date would be sufficient to pay the sum of the outstanding principal balance of the Notes and the Certificate Balance and all accrued but unpaid interest thereon. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 9.02 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Collection Account. On the Monthly Payment Date on which the Insolvency Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Monthly Payment Date, on the Monthly Payment Date immediately following such deposit), the Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Monthly Payment Date of the Total Distribution Amount) from the Insolvency Proceeds and any funds remaining in the Reserve Account, the Class [ ] Interest Account and the Class [ ] Principal Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) to the Note Distribution Account, any portion of the Noteholders' Interest Distributable Amount not otherwise deposited into the Note Distribution Account on such Monthly Payment Date; (ii) to the Note Distribution Account, the outstanding principal balance of the Notes (after giving effect to the reduction in the outstanding principal balance of the Notes to result from the deposits made in the Note Distribution Account on such Monthly Payment Date and on prior Monthly Payment Dates); (iii) to the Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Monthly Payment Date; (iv) to the Certificate Distribution Account, the outstanding principal balance of the Certificates (after giving effect to the reduction in the outstanding principal balance of the Certificates to result from the deposits made in the Certificate Distribution Account on such Monthly Payment Date and on prior Monthly Payment Dates); and (v) any remaining amount to the Owner Trustee for distribution to the Depositor. Any investments on deposit in the Trust Accounts, which shall not mature on or before such Monthly Payment Date, shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than the Determination Date preceding such Monthly Payment Date.] (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will Certificateholders shall succeed to the rights of the Noteholders hereunder and the Certificateholder will Owner Trustee shall succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(aOn the Payment Date immediately following (and on each Payment Date thereafter) of the Indenture, on the last day of any Collection Period as of which the Pool then outstanding aggregate Principal Balance shall be less than or equal to 10% of the Original Pool Receivables is [10]% or less of the Aggregate Starting Principal Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to 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 pursuant to the preceding sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, all accrued but unpaid interest (including any overdue interest and premium) thereon, [all amounts owing by the Issuing Entity to the Asset Representations Reviewer] [and all amounts owing to the Swap Counterparty under the Interest Rate Swaps]. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 As described in Article IX of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Certificateholder Owner Trustee will succeed to the rights of, and assume but not the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Distribution Date following the last day of any Collection Period as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Transferor, the Servicer and or any successor to the Seller each Servicer shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; providedAccounts and the Certificate Distribution Account. Notwithstanding the foregoing, 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 Notes. To exercise such optionTransferor, the Servicer or any successor to the SellerServicer, 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 Indenture 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 deposit pursuant to Section 5.6 4.05(a) in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any such other property held by the TrustIssuer other than the Accounts and the Certificate Distribution Account, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Trustees, and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, the Transferor, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the 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, the party first notifying the Indenture Trustee (based on the Indenture Trustee's receipt of such notice) shall be permitted to purchase the Receivables. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 As described in Article Nine of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (asuch purchase, the “Optional Purchase”) Subject to Section 10.1(aand the other assets in the Trust Estate (other than the Reserve Account) on any Payment Date if both of the Indenture, on following conditions are satisfied: (i) as of the last day of any the related Collection Period as of which Period, the Pool Balance shall be less than or equal has declined to 10% or less of the Original Pool Balance, Balance as of the Servicer Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid Available Collections for such purchase (as set forth in the following sentence) shall Payment Date would be sufficient to pay (A) the full amount of principalServicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, and (B) interest then due and payable 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 Indenture Trustee, the Administrator and the Servicer, which have not been previously paid. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Optional Purchase Price into the Collection Account an amount equal on the Business Day prior to such Payment Date. The Servicer shall furnish written notice of such election to the greater 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 amount necessary Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to pay the full amount Noteholders of principal and interest then due and payable record on the Notes such date and (ii) the aggregate Purchase Amount 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 Receivables Trust Estate (including Liquidated Receivablesother than the Reserve Account) under this Section 6.6 shall be equal to the Optional Purchase Price. If the Servicer exercises its option to purchase the Trust Estate (other than the Reserve Account), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust Notes shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent redeemed and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest each case in whole but not in part on the Notes, Redemption Date for the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this AgreementRedemption Price.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHCA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHCA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by CNHCA, the Servicer Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to all interests in in, to and to under the TrustTrust Estate, other than the Trust Accounts. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date on, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to the Note Distribution Account, any portion of the Class A Noteholders’ Class Interest Amount and the Outstanding Amount of the Class A Notes (after giving effect to the reduction resulting from the deposits made in the Note Distribution Account on such Payment Date and on prior Payment Dates) not otherwise deposited into the Note Distribution Account on such Payment Date; (ii) second, to the Note Distribution Account, any portion of the Class B Noteholders’ Class Interest Amount and the Outstanding Amount of the Class B Notes (after giving effect to the reduction resulting from the deposits made in the Note Distribution Account on such Payment Date and on prior Payment Dates) not otherwise deposited into the Note Distribution Account on such Payment Date; (iii) third, to the Note Distribution Account, any portion of the Class C Noteholders’ Class Interest Amount and the Outstanding Amount of the Class C Notes (after giving effect to the reduction resulting from the deposits made in the Note Distribution Account on such Payment Date and on prior Payment Dates) not otherwise deposited into the Note Distribution Account on such Payment Date; and (iv) fourth, to the Certificate Distribution Account, any remaining funds to be distributed to the Certificateholders. Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. (c) Notice 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, the Trustee, the Trust Collateral Agent Indenture Trustee and the Rating Agencies Backup Servicer as soon as practicable after the Servicer has received notice thereof. In addition, the Servicer shall give notice of termination of the Trust to the Counterparty. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last first day of any Collection Period immediately preceding a Payment Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Initial Pool Balance, the Servicer and the Seller each CNHCA shall have the option (but no obligation) to purchase all of the Owner Trust Estate, other than the Trust Accounts; 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 Notes. To exercise such option, the Servicer or the SellerCNHCA shall deposit, as the case may be, shall deposit pursuant to Section 5.6 5.5, in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by CNHCA, the Servicer Trustee and the Trust Collateral Agent)Indenture Trustee, and shall succeed to all interests in, to and under the Trust Estate, other than the Trust Accounts; provided that CNHCA shall not exercise such option unless the amount so deposited, together with funds on deposit in the Trust Accounts, would be sufficient to pay the Redemption Price pursuant to Section 10.1(a) of the Indenture and all amounts due and payable to the TrustCounterparty. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust AgreementTrust, the Servicer shall instruct the Trust Collateral Agent Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Sale Proceeds”) in the Collection Account. On the Payment Date, or, if such proceeds are not so deposited on a Payment Date, on the first Payment Date following the date on which the Sale Proceeds are deposited in the Collection Account, the Servicer shall instruct the Indenture Trustee to make the following deposits (after the application on such Payment Date of the Total Distribution Amount and funds on deposit in the Spread Account pursuant to Sections 5.6 and 5.7) from the Sale Proceeds and any funds remaining on deposit in the Spread Account (including the proceeds of any sale of investments therein as described in the following sentence): (i) first, to pay the Backup Servicer its accrued and unpaid Backup Servicer Fees; (ii) second, to pay the Servicer its accrued and unpaid Servicing Fee; (iii) third, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture; (iv) fourth, to the Administrator, its accrued and unpaid Administration Fees; (v) fifth, to the Note Distribution Account for distribution pursuant to Section 8.2(e) of the Indenture to the extent of all amounts payable under such Section, other than any amounts that would be deposited into the Certificate Distribution Account under such Section; (vi) sixth, first, to the Backup Servicer, to cover any accrued and unpaid reimbursable expenses (including the Backup Servicer Expenses) to the extent unreimbursed after application of Section 4.12 of the Sale and Servicing Agreement and second to the Servicer, to cover any accrued and unpaid reimbursable expenses; and (vii) seventh, to the Issuing Entity for distribution to the Certificateholders. Any investments on deposit in the Spread Account that will not mature on or before such Payment Date shall be sold by the Indenture Trustee at such time as will result in the Indenture Trustee receiving the proceeds from such sale not later than the Transfer Date preceding such Payment Date. (c) Notice 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, the Trustee, the Trust Collateral Agent Indenture Trustee and the Rating Agencies Backup Servicer as soon as practicable after the Servicer has received notice thereof. In addition, the Servicer shall give notice of termination of the Trust to the Counterparty. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (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); providedPROVIDED, howeverHOWEVER, 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, premium, if any, amounts due under the Swap Agreement, if any, and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Insurer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Collateral Agent, the Backup Servicer, the Trust Collateral Agent Agent, the Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection 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, the Servicer and Servicer, or any successor to the Seller each Servicer, shall have the option to purchase the corpus of the Owner Trust Estate, other than Estate (whether or not such assets then comprise all or a portion of the Trust Accounts; provided, however, that Estate) for an amount equal to 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 NotesOptional Purchase Price. To exercise such option, the Servicer Servicer, or any successor to the Seller, as the case may beServicer, shall notify the Swap Counterparty, the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Payment Date as of which such purchase is to be effected and shall, on or before the Payment Date on which such purchase is to occur, deposit pursuant to Section 5.6 5.05 in the Collection Account an 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 aggregate Optional Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Price, and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. 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. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination such purchase of the Owner Trust Estate shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Trustee and the Rating Agencies Indenture Trustee to each Securityholder and the Swap Counterparty as soon as practicable after their receipt of notice thereof from the Servicer has received notice thereofServicer. (dc) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder under this Agreement other than Section 5.06 and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Indenture Trustee provided for in this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof (including Sections 3.02, 4.08 and 9.01(a)), the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller or the Servicer, as the case may be, all right, title and interest of the Owner Trustee on behalf of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholder, the Indenture Trustee or the Noteholders with respect thereto. The Owner Trustee and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to this AgreementSection. If in any enforcement suit or legal proceeding it is held that the Seller or Servicer may not enforce a repurchased Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee on behalf of the Issuer and the Certificateholder, and the Indenture Trustee on behalf of the Noteholders shall, at the written direction and expense of the Seller or Servicer, as the case may be, take such reasonable steps as the Seller or Servicer deems necessary to enforce the Receivable, including bringing suit in the name or names of the Issuer, Certificateholder or Noteholders.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the Original Pool BalanceAggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer and the Seller each shall have the option to purchase the assets of the Owner Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. 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, however, that the amount then 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 Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidated Liquidating Receivables), plus the appraised value of any such other property held by contained in the TrustOwner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Trust Collateral AgentServicer’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 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 each Trustee; provided, that such amount (when added to any funds then on deposit in the Designated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, the Servicer shall succeed to all interests in and to the Trust. Owner Trust Estate (b) Upon any sale of other than the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Designated Accounts and the Rating Agencies as soon as practicable after the Servicer has received notice thereofCertificate Distribution Account). (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (with the consent of the Insurer if such purchase would result in a claim on either 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, premium, if any, and interest then due and payable on the NotesNotes and the Certificates. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Insurer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 9.2 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Agent, the Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a(i) of the Indenture, on On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (with the consent of the Note Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Note 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, premium, if any, and interest then due and payable on the NotesSecurities. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Note Insurer and the Trust Collateral Agent)Trustee, and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 9.2 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer Servicer, which notice shall include, among other things, the items specified in Section 9.1(c) of the Trust Agreement, to the Owner Trustee, the Trustee, the Trust Collateral Agent Note Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant Trustee to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; 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 NotesNotes [and all amounts due and payable to the Hedge Counterparty]. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 all amounts due and payable to the Hedge Counterparty] and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period On each Distribution Date following a Record Date as of which the Pool Balance shall be less than or equal to is 10% or less of the Original Pool Balance, the Servicer and Seller or the Seller each Servicer, or any successor to the Servicer, shall have the option to purchase the Owner Trust Estate, other 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 Trust Accounts; providedaggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, however(ii) any outstanding Class A Interest Carryover Shortfall, that (iii) the amount to be paid Class B Interest Distributable Amount for such purchase Distribution Date and (as set forth in the following sentenceiv) shall be sufficient to pay the full amount of principal, and interest then due and payable on the Notesany outstanding Class B Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the SellerServicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month in which the Record Date as of which such 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 pursuant to Section 5.6 14.06 in the Collection Certificate Account an 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 aggregate Purchase Repurchase Amount for the Receivables (including Liquidated Defaulted Receivables), plus the appraised value of any other property held by the TrustTrust (less liquidation expenses), (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent)Trustee, and shall succeed to all interests in and to the Trust. (b) Upon ; provided, however, the Seller or the Servicer, or any sale successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the assets 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 payment shall be made in the Trust manner specified in Section 14.06(a)(i), and shall be distributed pursuant to Section 8.1 of 14.07. In the Trust Agreementevent that both the Seller and the Servicer, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of or any termination of the Trust shall be given by the Servicer successor to the Owner TrusteeServicer, elect to purchase the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent Receivables pursuant to this AgreementSection, 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) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (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, principal and interest then due and payable on the Notes, amounts due and unpaid under the Swap Agreement and amounts due and unpaid to the Insurer under the Insurance Agreement. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Insurer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent Agent, the Collateral Agent, the Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder Certificateholders will succeed to the rights of the Noteholders hereunder and the Certificateholder Owner Trustee will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period On each Determination Date as of which the Pool Balance shall be is equal to or less than or equal to 105% of the Original Pool Balance, the Servicer and the Seller each shall have the option to purchase the Owner Trust EstateReceivables. If the Servicer shall elect not to exercise such option, other than a Certificateholder evidencing 100% of the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth percentage interests in the following sentence) Certificates shall have the option to purchase the Receivables, provided that such Certificateholder shall not be sufficient to pay the full amount of principalSeller, and interest then due and payable on the NotesDepositor or any Affiliate thereof. To exercise such option, the Servicer or the Sellersuch Certificateholder, as the case may beapplicable, shall deposit to the Collection Account pursuant to Section 5.6 in the Collection Account 5.04 an amount equal to the greater aggregate Purchase Amount for the Receivables (including Receivables that became Liquidated Receivables during the related Collection Period) and shall succeed to all interests in and to the Receivables. The exercise of such option shall effect a retirement, in whole but not in part, of all outstanding Notes. (b) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Depositor to the Owner Trustee, the Servicer, the Indenture Trustee and the Bond Administrator as soon as practicable after the Depositor has received notice thereof. (c) If the Servicer shall exercise its option to purchase the Receivables pursuant to Section 9.01(a), any Certificateholder (unless such Certificateholder is the Seller, the Depositor or an Affiliate thereof) shall have the option to purchase such Receivables from the Servicer at a price equal to the lesser of (i) the amount necessary price that the Servicer paid for such Receivables pursuant to pay the full amount of principal and interest then due and payable on the Notes Section 9.01(a) and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables)on the date of purchase by such Certificateholder, plus net of collections on the appraised value of any other property held by the Trust, (such value to be determined Receivables retained by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculationany, by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses as of such sale) have been made (the “Insolvency Proceeds”) in the Collection Accountdate. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Due Period as of which the Pool Balance shall be less than or equal to 10% of the Original Pool BalanceBalance plus the aggregate Principal Balance of the Subsequent Receivables, if any, sold to the Trust, as of their respective Cut-off Dates, the Seller or the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust AccountsAccounts (with the consent of the Insurer if such purchase would result in a claim on either Policy or would result in any amount owing to any Noteholder or 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, premium, if any, and interest then due and payable on the Notes. To exercise such option, the Seller shall (i) deliver written notice of such purchase to the Trust Collateral Agent and the Servicer or not later than the Sellerfifteenth day of the month next preceding the month in which such purchase will occur, as the case may be, shall and (ii) deposit pursuant to Section 5.6 in the Collection Account an 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 aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, (such value to be determined by the Servicer, or if the Trust Collateral Agent has received written notice that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer Servicer, the Insurer and the Trust Collateral Agent), and shall succeed to all interests in and to the Trust. Written notice of the exercise of the option to purchase described in this Section 11.1(a) shall be given to each Rating Agency by the Seller. (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 9.1 of the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “"Insolvency Proceeds”") in the Collection Account. (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Trust Collateral Agent Agent, the Backup Servicer, the Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. . Such notice shall state (di) Following the satisfaction and discharge Distribution Date upon or with respect to which final payment of the Indenture Notes shall be made upon presentation and the payment in full surrender of the principal Notes at the office of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Certificateholder will succeed to the rights of, and assume the obligations of, the Trust Collateral Agent pursuant herein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to this Agreementsuch Distribution Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office of the Trust Collateral Agent therein specified and (iv) no amounts will thereafter be payable under the Notes.