Common use of Optional Purchase of All Receivables Clause in Contracts

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 105% of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and unreimbursed Unreimbursed Servicer AdvancesAsset Representations Reviewer Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.08(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.07.

Optional Purchase of All Receivables. (a) IfSubject to Section 10.1(a) of the Indenture, as of on the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the initial 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 on the following Distribution Date the Owner Holding Trust Estate, other than the Collection AccountTrust Accounts; provided, however, that the Note Payment Account, amount to be paid for such purchase (as set forth in the Certificate Payment Account or following sentence) shall be sufficient to pay the Reserve Accountfull 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 notify deposit or cause to be deposited, pursuant to Section 5.6, in the DepositorCollection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes and (ii) the fair market value of the Trust Estate (as defined in the Indenture) other than the Reserve Account. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. (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 Backup Servicer, Servicer shall instruct the 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 Trustee, the Backup Servicer and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that as soon as practicable after the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 IVhas received notice thereof. (b) [RESERVED]. (cd) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee shall continue pursuant to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7this Agreement.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 105% of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and unreimbursed Unreimbursed Servicer AdvancesAsset Representations Reviewer Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and under the other Basic Documents and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.08(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.07. Notwithstanding the satisfaction and discharge of the Indenture, the Indenture Trustee shall be entitled to the rights and protections of the Indenture Trustee contained therein in connection with the performance of its duties hereunder (including Article Six of the Indenture).

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the initial Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountTrust Accounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Class A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and amounts due to the Trustee, the Note Payment AccountTrust Collateral Agent, the Certificate Payment Account Collateral Agent, the Backup Servicer, the Custodian, the Designated Backup Subservicer and the Owner Trustee hereunder or under the Reserve AccountTrust Agreement. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.6 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other Trust Property, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Insurer (as the Controlling Party) and the Indenture Trustee; providedTrust Collateral Agent or such amount as the Servicer, howeverInsurer and Trust Collateral Agent may mutually agree, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 If the Servicer does not exercise its rights with respect to the optional purchase on the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) one twelfth, (ii) 0.50% and (iii) the outstanding principal balance on the Class A-3 Notes as of such Distribution Date, plus, Date pursuant to clause (xi) under Section 5.7 herein. The Policy does not guarantee payment of any additional amounts that become due to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full Class A-3 Notes pursuant to the Noteholders in the manner set forth in Article IVimmediately preceding sentence. (b) [RESERVED]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 Designated Backup Subservicer, the Trust Collateral Agent, the Collateral Agent, the Custodian, 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 Certificateholders shall will succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7hereunder.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% the product of (i) the initial Optional Purchase Percentage, and (ii) the Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on 15th day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus all amounts due to the Servicer in Certificate Balance. The Purchase Amount, any outstanding and unreimbursed Simple Interest Advances Negative Carry Amounts 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 Yield Supplement Amounts for such Distribution Payment Date, plus, plus to the extent necessary, necessary all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Reserve Account in accordance with Sections 4.6(b4.5(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool BalanceBalance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Monthly Period as of which the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the initial Pool Initial Aggregate Receivables Balance, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account or the Reserve Distribution Account. To If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust Property, other than (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Owner Trustee Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account pursuant to this Section 9.1(aDesignated Accounts and the Certificate Distribution Account) is must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds plus the sum of all amounts due the Certificate Balance and the Certificateholders' Interest Distributable Amount for the Distribution Date related to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer Monthly Period in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advanceswhich such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to Trust (other than 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture Designated Accounts and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7Certificate Distribution Account).

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.08(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.07.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus all amounts due to the Servicer in Certificate Balance. The Purchase Amount, any outstanding and unreimbursed Simple Interest Advances Negative Carry Amount 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 Yield Supplement Amounts for such Distribution Payment Date, plus, plus to the extent necessary, necessary all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Reserve Account in accordance with Sections 4.6(b4.5(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 and Secondary Reserve Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and ), making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.74.7 and making withdrawals from the Secondary Reserve Account in accordance with Sections 4.6(c) and 4.11.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesAdvances plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool BalanceBalance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus all amounts due to the Servicer in Certificate Balance. The Purchase Amount, any outstanding and unreimbursed Simple Interest Advances Negative Carry Amount 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 Yield Supplement Amounts for such Distribution Payment Date, plus, plus to the extent necessarynecessary all amounts in the Supplemental Reserve Account, plus to the extent necessary all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Supplemental Reserve Account in accordance with Sections 4.5(b) and 4.7 and the Reserve Account in accordance with Sections 4.6(b4.5(c) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool BalanceBalance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, [the Backup Servicer, ,] the Owner Trustee, the Indenture Trustee Trustee[, the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement 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 AdvancesAdvances [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten thirty (1030) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]If, at the time the Servicer exercises its purchase option hereunder, the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee on such Distribution Date (i) a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables or (ii) a letter from the Rating Agencies to the effect that no such letter is required. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustee, the Insurer and the Rating Agencies no later than ten thirty (1030) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture TrusteeInsurer; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus the Certificate Balance plus all accrued but unpaid interest (including any overdue interest) on the Certificates plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesInsurer under the Transaction Documents or the Policy. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders Noteholders, the Certificateholders and the Insurer in the manner set forth in Article IV. (b) [RESERVED]If, at the time the Servicer exercises its purchase option hereunder, the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee on such Distribution Date (i) a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables or (ii) a letter from the Rating Agencies to the effect that no such letter is required. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and ), making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.74.7 and submitting claims for payment under the Insurance Policy in accordance with the terms thereof.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Period as of which the Pool Aggregate Principal Balance shall be less than or equal to 10% of the initial Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountTrust Accounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Class A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and amounts due to the Trustee, the Note Payment AccountTrust Collateral Agent, the Certificate Payment Account Collateral Agent, the Backup Servicer, the Custodian, the Designated Backup Subservicer and the Owner Trustee hereunder or under the Reserve AccountTrust Agreement. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.6 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other Trust Property, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Insurer (as the Controlling Party) and the Indenture Trustee; providedTrust Collateral Agent or such amount as the Servicer, howeverInsurer and Trust Collateral Agent may mutually agree, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 If the Servicer does not exercise its rights with respect to the optional purchase on the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) one twelfth, (ii) 0.50% and (iii) the outstanding principal balance on the Class A-3 Notes as of such Distribution Date, plus, Date pursuant to clause (xi) under Section 5.7 herein. Such additional amounts shall not be included in the calculation of Noteholders’ Monthly Interest Distributable Amount or in any other calculations derived therefrom. The Policy does not guarantee payment of any additional amounts that become due to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full Class A-3 Notes pursuant to the Noteholders in the manner set forth in Article IVimmediately preceding sentence. (b) [RESERVED]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 Designated Backup Subservicer, the Trust Collateral Agent, the Collateral Agent, the Custodian, 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 Certificateholders shall will succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7hereunder.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Servicer Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase on the following Distribution Date corpus of the Owner Trust Estate, other ; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Noteholders of any Class or Certificateholders would be less than the Collection Accountaggregate Outstanding Amount or Certificate Balance, as the Note Payment Accountcase may be, plus the Certificate Payment Account or sum of (i) the Reserve AccountNoteholders' Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Interest Carryover Shortfall with respect to any Class of Notes, (iii) the Certificateholders' Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Certificateholders' Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies in writing, no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 5.06 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust Property, other than (less liquidation expenses to be incurred in connection with the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 TrustTrust Estate and the Owner Trust Estate. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Owner Trustee and Indenture Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Owner Trustee and the Indenture Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IVSection 5.06, and shall be distributed pursuant to Section 5.07. In the event that both the Sellerand the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Owner Trustee (based on the Owner Trustee's receipt of such notice) shall be permitted to purchase the Receivables. (b) [RESERVED]Notice of any such purchase of the Owner Trust Estate shall be given by the Owner Trustee and the Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Seller or the Servicer, as the case may be. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof, the Owner Trustee on behalf of the Issuer and the Certificateholders, and the Indenture Trustee shall continue on behalf of the Noteholders, shall, without further action, be deemed to carry out its obligations transfer, assign, set-over and otherwise convey to the Seller, 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 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 Section. 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 Owner Trustee or Indenture Trustee deems necessary to enforce the Receivable, including making distributions from bringing suit in the Collection Account in accordance with Section 4.6(d) and making withdrawals from name or names of the Reserve Account in accordance with Sections 4.6(b) and 4.7Issuer, Certificateholders or Noteholders.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Cutoff Date Pool Balance, the Servicer Seller shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or Account, the Reserve Fund and any Collateral Support Account. To exercise such option, the Servicer Seller shall notify the Depositor, the Backup Master Servicer, the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty and the Rating Agencies no later Agencies, not fewer than ten (10) 15 nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Servicer Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees plus all amounts owed to the Swap Counterparty, including Net Swap Payments and unreimbursed Unreimbursed Servicer AdvancesSwap Termination Payments, if any. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.09(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.08.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution prior to the related Payment Date an amount equal to the aggregate Purchase Amount Price for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period) (the “Optional Purchase Price”), plus less the appraised value of any other Trust PropertyReserve Account Amount, other than which funds shall be transferred from the Reserve Account to the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option on any Payment Date unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus (i) the Note Balance plus all as of such Payment Date, (ii) accrued but unpaid interest on each Class of Notes at the related Interest Rate, (including any overdue interestiii) on the Notes plus all amounts due to the Servicer in respect of its servicing compensation, any outstanding and unreimbursed Simple Interest Advances and any outstanding Nonrecoverable Advances and unreimbursed Unreimbursed Servicer Advances. Upon such paymentall accrued but unpaid amounts owing to the Trustees, the Asset Representations Reviewer, any Backup Servicer shall succeed to and own all interests in and to the TrustAdministrator. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Account other Available Funds, shall be used to make payments in full to the Noteholders in the manner set forth in Section 5.04. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed in whole but not in part on the related Payment Date for the Redemption Price. The obligations of the Servicer under this Agreement, except pursuant to Article IVSeven, shall terminate upon the purchase of the Receivables by the Servicer under this Section. The Servicer agrees to give the Indenture Trustee notice, at least 30 days prior to the Payment Date on which such purchase is to be effected, that the Servicer reasonably believes that the Pool Balance will be less than or equal to 10% of the Cutoff Date Pool Balance as of the last day of the related Collection Period and that the Servicer expects (but is not obligated) to provide the notice required in the first paragraph of this Section and thereafter to purchase the Trust Estate (other than the Reserve Account) as provided in the first paragraph of this Section. (b) [RESERVED]. (c) 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 Certificateholders shall Owner Trustee will succeed to the rights of the Noteholders hereunder Indenture Trustee pursuant to this Agreement. Notwithstanding the satisfaction and discharge of the Indenture and the Indenture Trustee reduction of the aggregate Note Balance to zero, the Servicer shall continue to carry out perform its obligations hereunder with respect to under this Agreement until the Certificateholders, including making distributions from earlier of (i) exercise by the Collection Account Servicer of its Optional Purchase right under Section 9.01(a) or (ii) repayment in accordance with Section 4.6(d) and making withdrawals from full or liquidation of the Reserve Account in accordance with Sections 4.6(b) and 4.7last of the Receivables.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Monthly Period as of which the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the initial Pool Aggregate Starting Receivables Balance, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, Estate other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account or the Reserve Distribution Account. To If the Servicer’s long term unsecured debt rating from Xxxxx’x is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Property, other than Estate (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer’s long term unsecured debt rating from Xxxxx’x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trustee Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account pursuant to this Section 9.1(aDesignated Accounts) is must be at least equal to the sum aggregate Redemption Price of all amounts due the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer Monthly Period in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advanceswhich such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to Owner Trust Estate (other than 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture Designated Accounts and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7Certificate Distribution Account).

Optional Purchase of All Receivables. (a) If, as of On the Payment Date [(other than the Special Payment Date)] immediately following (and on each Payment Date thereafter) the last day of any Collection Period, Period as of which the Pool then outstanding aggregate Principal Balance shall be less than or equal to 10% of the initial Pool Receivables is [10]% or less of the Aggregate Starting Principal Balance, the Servicer shall have the option to purchase on the following Distribution Date the [Owner Trust EstateEstate][Grantor Trust Collateral], other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust Accounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.05 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including Defaulted Receivables), plus and shall succeed to all interests in and to the appraised value of any other Trust PropertyTrust. Notwithstanding the foregoing, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to Outstanding Amount of the Backup Servicer under this Agreement plus the Note Balance plus Notes, all accrued but unpaid interest (including any overdue interestinterest and premium) on the Notes plus thereon[,] [and] all amounts due owing by the Issuing Entity to the Servicer in any outstanding Asset Representations Reviewer [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 amounts owing to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to Swap Counterparty under 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 IVInterest Rate Swaps]. (b) 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[RESERVED], the Grantor Trust Trustee] and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Owner Trustee will succeed to the rights of, but not the obligations of, the Indenture Trustee shall continue pursuant to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7this Agreement.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 105% of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and unreimbursed Unreimbursed Servicer AdvancesAsset Representations Reviewer Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and under the other Basic Documents and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.08(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.07.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 and Secondary Reserve Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]If, at the time the Servicer exercises its purchase option hereunder, the Servicer’s long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee on such Distribution Date (i) a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables or (ii) a letter from the Rating Agencies to the effect that no such letter is required. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and ), making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.74.7 and making withdrawals from the Secondary Reserve Account in accordance with Sections 4.6(c) and 4.11.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool BalanceBalance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, [the Backup Servicer, ,] the Owner Trustee, the Indenture Trustee Trustee[, the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section 9.1(a(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement 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 for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesUnrelated Amounts [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten thirty (1030) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Service 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 Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]If, at the time the Servicer exercises its purchase option hereunder, the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee on such Distribution Date (i) a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables or (ii) a letter from the Rating Agencies to the effect that no such letter is required. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% the product of (i) the initial Optional Purchase Percentage, and (ii) the Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on 15th day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus all amounts due to the Servicer in Certificate Balance. The Purchase Amount, any outstanding and unreimbursed Simple Interest Advances Negative Carry Amounts 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 Yield Supplement Amounts for such Distribution Payment Date, plus, plus to the extent necessary, necessary all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (ca) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Reserve Account in accordance with Sections 4.6(b4.5(b) and 4.7.

Optional Purchase of All Receivables. (a) If, On each Distribution Date as of the last day of any Collection Period, which the Pool Balance shall be is equal to or less than or equal to 10% of the initial Initial Pool Balance, the Servicer shall have the option to purchase the Receivables; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay in full (1) the Outstanding Amount of all Notes Outstanding, (2) any accrued and unpaid interest thereon at the applicable Interest Rate (including interest on past due interest at the applicable Interest Rate, to the extent lawful) on the following Distribution Notes to but excluding the Redemption Date and (3) any amounts due to the Indenture Trustee and the Owner Trust EstateTrustee, other than pursuant to the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountBasic Documents. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Redemption Date an amount equal to the lesser of (i) the fair market value of the Receivables and (ii) the 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, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited paid for such purchase in the Collection Account pursuant case of either (i) or (ii) above shall be sufficient to this Section 9.1(apay in full (1) is the Outstanding Amount of all Notes Outstanding, (2) any accrued and unpaid interest thereon at least equal the applicable Interest Rate (including interest on past due interest at the applicable Interest Rate, to the sum of all extent lawful) on the Notes to but excluding the Redemption Date and (3) any amounts due to the Servicer under this Agreement plus all amounts due Indenture Trustee and the Owner Trustee, pursuant to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 TrustBasic Documents. The aggregate Purchase Amount for exercise of such Distribution Dateoption shall effect a retirement, plusin whole but not in part, to the extent necessary, of all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IVoutstanding Notes. (b) [RESERVED]As described in Article IX of the Trust Agreement, notice of any termination of the Issuer shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder and the Issuer will succeed to the rights of, the Indenture Trustee shall continue pursuant to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7this Agreement.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Cutoff Date Pool Balance, the Servicer Seller shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or and the Reserve AccountFund. To exercise such option, the Servicer Seller shall notify the Depositor, the Backup Master Servicer, the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty and the Rating Agencies Agencies, no later than ten (10) 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Servicer Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees plus all amounts owed to the Swap Counterparty, including Net Swap Payments and unreimbursed Unreimbursed Servicer AdvancesSwap Termination Payments, if any. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.09(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.08.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10__% of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.08(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.07.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account or and the Reserve Yield Supplement Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account or and the Reserve Yield Supplement Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances Certificate Balance. The Purchase Amount 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 Yield Supplement Amounts for such Distribution Payment Date, plus, PLUS to the extent necessarynecessary all amounts in the Supplemental Reserve Account, PLUS to the extent necessary all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, Notes and the Certificateholders shall will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Supplemental Reserve Account in accordance with Sections 4.5(b) and 4.7 and the Reserve Account in accordance with Sections 4.6(b4.5(c) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 105% of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.08(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.07.

Optional Purchase of All Receivables. (a) If, as of On any Payment Date on or after the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the initial Pool Original Collateral Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust Accounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior subject to the Distribution Date on which such repurchase is to be effected and shall proviso below) deposit into in the Collection Account on the Business Day preceding such Distribution Date pursuant to Section 5.6 an amount equal to the aggregate Purchase Amount for fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other Trust Property, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Servicer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 paid for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account purchase shall be used sufficient to make payments in full to pay the Noteholders in (i) the manner set forth in Article IV. aggregate outstanding Note Balance, (bii) [RESERVED]. (c) Following the satisfaction accrued and discharge of the Indenture and the payment in full of the principal of and unpaid interest on the Notes, and (iii) the Certificateholders shall succeed unpaid expenses of the Trust, including without limitation expenses incurred by the Trust in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the rights fair market value of the Noteholders hereunder Receivables and written instructions from the Servicer, the Indenture Trustee shall continue direct the Custodian to carry out its obligations hereunder with respect release (and the Custodian shall promptly release) to the CertificateholdersServicer or its designee the related Receivables Files and shall execute and deliver all reasonable instruments of transfer or assignment, including making distributions from without recourse, as are prepared by the Collection Account Seller and delivered to the Indenture Trustee and necessary to vest in accordance with the Servicer or such designee title to the Grantor Trust Certificate. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 4.6(d) 10.1 of the Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and making withdrawals from principal that would be due to the Reserve Account in accordance with Sections 4.6(b) and 4.7Securityholders on such Payment Date as if such option to purchase the Owner Trust Estate had never been exercised.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account or and the Reserve Yield Supplement Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account or and the Reserve Yield Supplement Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances Certificate Balance. The Purchase Amount 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 Yield Supplement Amounts for such Distribution Payment Date, plus, plus to the extent necessarynecessary all amounts in the Supplemental Reserve Account, plus to the extent necessary all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. (b) [RESERVED]. (c) Following Unless otherwise required by the satisfaction Rating Agencies as set forth in writing delivered to the Owner Trustee and discharge of the Indenture and Trustee, if at the payment in full of time the principal of and interest on Servicer exercises its purchase option hereunder the NotesServicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Certificateholders Servicer shall succeed deliver to the rights of the Noteholders hereunder Owner Trustee and the Indenture Trustee shall continue to carry out its obligations hereunder with respect on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the Certificateholders, including making distributions from effect that the Collection Account in accordance with Section 4.6(d) and making withdrawals from price paid by the Reserve Account in accordance with Sections 4.6(b) and 4.7Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Cutoff Date Pool Balance, the Master Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Yield Supplement Account, the Pre-Funding Account, the Negative Carry Account or and the Reserve AccountFund. To exercise such option, the Master Servicer shall notify the Depositor, the Backup ServicerSeller, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund, the Yield Supplement Account and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Master Servicer shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Fund and the Yield Supplement Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.06(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b4.06(b) and 4.74.07 and the Yield Supplement Account pursuant to 4.06(b).

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Period as of which the Pool Aggregate Principal Balance shall be less than or equal to 10% of the initial Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection AccountTrust Accounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Class A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and the Note Policy and amounts due to the Trustee, the Note Payment AccountTrust Collateral Agent, the Certificate Payment Account Collateral Agent, the Backup Servicer, the Designated Backup Subservicer and the Owner Trustee hereunder or under the Reserve AccountTrust Agreement. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.6 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other Trust Property, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Insurer (as the Controlling Party) and the Indenture Trustee; providedTrust Collateral Agent or such amount as the Servicer, howeverInsurer and Trust Collateral Agent may mutually agree, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 If the Servicer does not exercise its rights with respect to the optional purchase within 31 days of the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) one twelfth, (ii) 0.50% and (iii) the outstanding principal balance on the Class A-3 Notes as of such Distribution Date, plus, Date pursuant to clause (xi) under Section 5.7 herein. Such additional amounts shall not be included in the calculation of Noteholders’ Monthly Interest Distributable Amount or in any other calculations derived therefrom. The Policy does not guarantee payment of any additional amounts that become due to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full Class A-3 Notes pursuant to the Noteholders in the manner set forth in Article IVimmediately preceding sentence. (b) [RESERVED]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 Designated Backup Subservicer, the Trust Collateral 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 Certificateholders shall will succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7Holders hereunder.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]If, at the time the Servicer exercises its purchase option hereunder, the Servicer’s long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee on such Distribution Date (i) a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables or (ii) a letter from the Rating Agencies to the effect that no such letter is required. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account, the Negative Carry Account or and the Reserve Yield Supplement Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Reserve Account, the Certificate Payment Supplemental Reserve Account, the Negative Carry Account or and the Reserve Yield Supplement Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus all amounts due to the Servicer in Certificate Balance. The Purchase Amount, any outstanding and unreimbursed Simple Interest Advances Negative Carry Amount 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 Yield Supplement Amounts for such Distribution Payment Date, plus, plus to the extent necessarynecessary all amounts in the Supplemental Reserve Account, plus to the extent necessary all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. (b) [RESERVED]. (c) Following Unless otherwise required by the satisfaction Rating Agencies as set forth in writing delivered to the Owner Trustee and discharge of the Indenture and Trustee, if at the payment in full of time the principal of and interest on Servicer exercises its purchase option hereunder the NotesServicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Certificateholders Servicer shall succeed deliver to the rights of the Noteholders hereunder Owner Trustee and the Indenture Trustee shall continue to carry out its obligations hereunder with respect on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the Certificateholders, including making distributions from effect that the Collection Account in accordance with Section 4.6(d) and making withdrawals from price paid by the Reserve Account in accordance with Sections 4.6(b) and 4.7Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Servicer Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase on the following Distribution Date corpus of the Owner Trust Estate, other ; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Noteholders of any Class or Certificateholders would be less than the Collection Accountaggregate Outstanding Amount or Certificate Balance, as the Note Payment Accountcase may be, plus the Certificate Payment Account or sum of (i) the Reserve AccountNoteholders' Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Interest Carryover Shortfall with respect to any Class of Notes, (iii) the Certificateholders' Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Certificateholders' Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies in writing, no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 5.06 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust Property, other than (less liquidation expenses to be incurred in connection with the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 TrustTrust Estate and the Owner Trust Estate. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Owner Trustee and Indenture Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Owner Trustee and the Indenture Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IVSection 5.06, and shall be distributed pursuant to Section 5.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Owner Trustee (based on the Owner Trustee's receipt of such notice) shall be permitted to purchase the Receivables. (b) [RESERVED]Notice of any such purchase of the Owner Trust Estate shall be given by the Owner Trustee and the Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Seller or the Servicer, as the case may be. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement. (d) Upon the repurchase of any Receivable by the Seller or the Servicer, pursuant to any provision hereof, the Owner Trustee on behalf of the Issuer and the Certificateholders, and the Indenture Trustee shall continue on behalf of the Noteholders, shall, without further action, be deemed to carry out its obligations transfer, assign, set-over and otherwise convey to the Seller, 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 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 Section. 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 Owner Trustee or Indenture Trustee deems necessary to enforce the Receivable, including making distributions from bringing suit in the Collection Account in accordance with Section 4.6(d) and making withdrawals from name or names of the Reserve Account in accordance with Sections 4.6(b) and 4.7Issuer, Certificateholders or Noteholders.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection Period, Monthly Period as of which the Pool Aggregate Receivables Balance shall be less than or equal to is 10% or less of the initial Pool Initial Aggregate Receivables Balance, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account or the Reserve Distribution Account. To If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables) , plus the appraised value of any such other property held by the Trust Property, other than (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof) , such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Owner Trustee Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account pursuant to this Section 9.1(aDesignated Accounts and the Certificate Distribution Account) is must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds plus the sum of all amounts due the Certificate Balance and the Certificateholders' Interest Distributable Amount for the Distribution Date related to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer Monthly Period in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advanceswhich such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to Trust (other than 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture Designated Accounts and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7Certificate Distribution Account).

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% the product of (i) the Optional Purchase Percentage and (ii) the aggregate Principal Balance as of the initial Pool BalanceCutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on 15th day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances Certificate Balance. The Purchase Amount 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 Yield Supplement Amounts for such Distribution Payment Date, plus, plus to the extent necessary, necessary all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Reserve Account in accordance with Sections 4.6(b4.5(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection Period, Period as of which the then outstanding Pool Balance shall be less than or equal to is 10% or less of the initial 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 shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Deposit Account. To exercise such option, the Servicer shall notify deposit pursuant to Section 5.04 in the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Deposit Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus all unpaid fees, expenses and indemnities of the Owner Trustee, the Indenture Trustee and the Backup Servicer, plus the appraised value of any such other property held by the Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverand the Servicer shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Deposit Account pursuant to this Section 9.1(a) the preceding sentence, together with any other funds in the Deposit Account, is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal amount of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interestinterest and premium) 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 IVthereon. (b) [RESERVED]Notice of the exercise of the option in Section 9.01(a) shall be given by the Servicer to the Owner Trustee and the Indenture Trustee on or prior to the last day of the Collection Period referred to in Section 9.01(a). (c) Following As an administrative convenience to the satisfaction and discharge Servicer (so long as CFSA is the Servicer) in servicing the portfolio, the Servicer shall, at any time during the term of this Agreement, have the option (but not the obligation) to purchase not more than five (5) Receivables, having an aggregate Purchase Amount for all such Receivables, not exceeding $1,000,000 in total. To exercise such option, the Servicer shall deposit in the Deposit Account an amount equal to the aggregate Purchase Amount of the Indenture Receivables the subject of such purchase, and the payment in full of the principal of and accrued interest on the Notes, the Certificateholders shall succeed such Receivables to the rights date of repurchase. The purchase by the Noteholders hereunder and Servicer of any Receivable shall be noted in the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from Servicer’s Certificate for the Collection Account Period in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7which such purchase is made.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Account, Reserve Account and the Certificate Payment Account or the Reserve Yield Supplement Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Trust Accounts, the Certificate Distribution Account, the Note Payment Account, Reserve Account and the Certificate Payment Account or the Reserve Yield Supplement Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus Notes, the Note Certificate Balance plus and the Final Payment Certificate Balance and 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 thereon. The Purchase Amount 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 Yield Supplement Amounts for such Distribution Payment Date, plus, plus to the extent necessary, necessary all amounts in the Reserve Account Account, shall be used to make payments in full to Noteholders, Certificateholders and the Noteholders Final Payment Certificateholder in the manner set forth in Article IV. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an independent investment bank or an independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall and the Final Payment Certificateholder will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will, continue to carry out its obligations hereunder with respect to the CertificateholdersCertificateholders and Final Payment Certificateholder, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Reserve Account in accordance with Sections 4.6(bSection 4.5(b) and Section 4.7.. 84

Optional Purchase of All Receivables. The Master Servicer, or if the Master Servicer does not exercise such right, a Certificateholder evidencing a majority of the Residual Interest in the Certificates so long as the Certificateholder is not BANA, the Seller or an Affiliate thereof, may purchase the outstanding Receivables (asuch purchase, the “Optional Purchase”) If, and the other assets in the Trust Estate on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of any the related Collection Period, the Pool Balance shall be less than or equal has declined to 10% or less of the initial Pool Balance, Balance as of the Servicer shall have Cut-Off Date and (ii) the option sum of the Optional Purchase Price and the Available Collections for such Payment Date would be sufficient to purchase on pay (A) the following Distribution amounts required to be paid under Section 8.4(a) of the Indenture (assuming that such Payment Date is not the Owner Trust Estate, other than Redemption Date) and (B) the Collection Account, aggregate unpaid Note Balance of all of the Note Payment Account, Outstanding Notes as determined by the Certificate Payment Account or the Reserve AccountIndenture Trustee. To exercise such option, the Master Servicer or Certificateholder, as applicable, shall notify deposit the DepositorOptional Purchase Price to the Collection Account on such Payment Date. The Master Servicer or Certificateholders, as applicable, shall furnish written notice of such election (a) to CXXX and GMAC not later than thirty (30) Business Days prior to the Backup Servicer, the Owner Trustee, Payment Date and (b) to the Indenture Trustee and the Rating Agencies no Issuer not later than ten twenty (1020) days (or such longer period as may be required under the Note Depository Agreement) prior to the Distribution Payment Date on which the Notes shall be redeemed. Following its receipt of such repurchase is notice, (i) the Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Noteholders of record and (ii) the Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Certificateholders of record. The purchase price for the Trust Estate under this Section 6.6 shall be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Optional Purchase Amount for Price. If the ReceivablesMaster Servicer exercises its option to purchase the Trust Estate, plus any Holder of a majority of the appraised value of any other Residual Interest may purchase the Trust Property, other than Estate from the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least a price equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon Optional Purchase Price so long as such paymentHolder is not BANA, the Servicer shall succeed to and own all interests in and to the TrustSeller or an Affiliate thereof. The aggregate Purchase Amount for such Distribution Date, 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 IVCertificateholders are intended third-party beneficiaries of this Section. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Distribution Account, the Payahead Account, the Certificate Payment Distribution Account or and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies in writing no later than ten the twentieth (1020th) days prior to day of the Distribution Date on month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Account, the Note Payment Distribution Account, the Payahead Account, the Certificate Payment Distribution Account or and the Reserve AccountAccounts, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to 71 77 be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on Redemption Price of the Notes plus all amounts due to and the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, Prepayment Price of the Servicer shall succeed to and own all interests in and to the TrustCertificates. The aggregate Purchase Amount for such Distribution Payment Date, plus, plus to the extent necessary, necessary all amounts in the Reserve Account Accounts, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. Following payment of all amounts payable to the Noteholders and the Certificateholders, all remaining available funds (including the amounts remaining in the Class A Reserve Account and the Class B Reserve Account) shall be distributed to the Seller. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the long-term unsecured debt of the Servicer has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Class A Reserve Account in accordance with Sections 4.6(b) 4.5 and 4.7.. 72 78

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% [5]% of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and unreimbursed Unreimbursed Servicer AdvancesAsset Representations Reviewer Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.08(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.07.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustee[, the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement 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 AdvancesAdvances [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and ), making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.74.7 and making withdrawals from the Secondary Reserve Account in accordance with Section 4.11.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection Period, Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance shall be is 5% or less than or equal to 10% of the initial Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.04 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust Property, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverand shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to Outstanding Amount of the Backup Servicer under this Agreement plus Notes and the Note Certificate Balance plus and 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 thereon to and own all interests in and to including the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to last day of the extent necessary, all amounts in Collection Period immediately preceding the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IVredemption date. (b) [RESERVED]Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom 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 5.05 and 5.06) 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 Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; (iii) 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 and on prior Distribution Dates); 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 under prior Distribution Dates). 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 Depositor. (c) As described in Article 9 of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee shall continue pursuant to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7this Agreement.

Optional Purchase of All Receivables. (a) If, as of On the last day of any Collection PeriodMonthly Period as of which (i) the Aggregate Receivables Balance is 10% or less of the Aggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Pool Balance shall be less than or equal to 10% of Class A-2 Notes, the initial Pool BalanceClass A-3a Notes, and the Class A-3b Notes have been paid in full, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, Estate other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account or the Reserve Distribution Account. To If the Servicer's long term unsecured debt rating from Xxxxx'x is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Property, other than Estate (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trustee Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture each Trustee; provided, however, that the Servicer shall not be permitted such amount (when added to exercise such option unless the amount to be deposited any funds then on deposit in the Collection Account pursuant to this Section 9.1(aDesignated Accounts) is must be at least equal to the sum aggregate Redemption Price of all amounts due the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer Monthly Period in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advanceswhich such option is exercised. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to Owner Trust Estate (other than 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture Designated Accounts and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7Certificate Distribution Account).

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection Period, Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance shall be is 5% or less than or equal to 10% of the initial Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.04 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust Property, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverand shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to Outstanding Amount of the Backup Servicer under this Agreement plus Notes and the Note Certificate Balance plus and 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 thereon to and own all interests in and to including the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to last day of the extent necessary, all amounts in Collection Period immediately preceding the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IVredemption date. (b) [RESERVED]. (c) Following the satisfaction and discharge Upon any sale of the Indenture and the payment in full assets of the principal Trust pursuant to Section 9.02 of and interest on the NotesTrust Agreement, the Certificateholders Servicer shall succeed to the rights of the Noteholders hereunder and instruct the Indenture Trustee shall continue to carry out its obligations hereunder with respect to deposit the Certificateholders, including making distributions proceeds from such sale after all payments and reserves therefrom 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 accordance with Section 4.6(d) and making withdrawals from the Reserve Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in accordance with Sections 4.6(bthe 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 Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; (iii) 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 and 4.7on prior Distribution Dates); 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 and on prior Distribution Dates). 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 Depositor.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection Period, Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance shall be is 5% or less than or equal to 10% of the initial Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.04 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust Property, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverand shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to Outstanding Amount of the Backup Servicer under this Agreement plus Notes and the Note Certificate Balance plus and 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 thereon to and own all interests in and to including the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to last day of the extent necessary, all amounts in Collection Period immediately preceding the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IVredemption date. (b) [RESERVED]Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom 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 5.05 and 5.06) 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 Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; (iii) 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 and on prior Distribution Dates); 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 and on prior Distribution Dates). 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 Depositor. (c) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee shall continue pursuant to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7this Agreement.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustee, the Insurer and the Rating Agencies no later than ten thirty (1030) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture TrusteeInsurer; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus the Certificate Balance plus all accrued but unpaid interest (including any overdue interest) on the Certificates plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesInsurer under the Transaction Documents or the Policy. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders Noteholders, the Certificateholders and the Insurer in the manner set forth in Article IV. (b) [RESERVED]. (c) Following If, at the satisfaction and discharge of time the Indenture and the payment in full of the principal of and interest on the NotesServicer exercises its purchase option hereunder, the Certificateholders Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall succeed deliver to the rights of Depositor, the Noteholders hereunder Owner Trustee and the Indenture Trustee shall continue to carry out its obligations hereunder with respect on such Distribution Date (i) a letter from an Independent investment bank or an Independent public accountant to the Certificateholders, including making distributions effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables or (ii) a letter from the Collection Account in accordance with Section 4.6(d) and making withdrawals from Rating Agencies to the Reserve Account in accordance with Sections 4.6(b) and 4.7effect that no such letter is required.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% the product of (i) the initial Optional Purchase Percentage, and (ii) the Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on 15th day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust Property, other than in the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interest) on thereon and the Notes plus all amounts due to the Servicer in Certificate Balance. The Purchase Amount, any outstanding and unreimbursed Simple Interest Advances Negative Carry Amounts 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 Yield Supplement Amounts for such Distribution Payment Date, plus, plus to the extent necessary, necessary all amounts in the Reserve Account Account, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Reserve Account in accordance with Sections 4.6(b4.5(b) and 4.7. (d) In the event that (i) the Servicer does not exercise its option to purchase the Owner Trust Estate, other than the Trust Accounts and the Certificate Distribution Account, pursuant to Section 9.1(a) and (ii) the amount on deposit in the Reserve Account is equal to or greater than the Specified Reserve Balance for such Payment Date, then any remaining Reserve Account Property shall be deposited in the Note Payment Account and applied in accordance with Section 2.8(f) of the Indenture.

Optional Purchase of All Receivables. (a) If, as of On each Payment Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Distribution Account, the Payahead Account, the Certificate Payment Distribution Account or and the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies in writing no later than ten the twentieth (1020th) days prior to day of the Distribution Date on month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Propertyproperty held in the Trust, other than including, without limitation, in the Collection Account, the Note Payment Distribution Account, the Payahead Account, the Certificate Payment Distribution Account or and the Reserve AccountAccounts, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverinto the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, that the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the second preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on Redemption Price of the Notes plus all amounts due to and the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, Prepayment Price of the Servicer shall succeed to and own all interests in and to the TrustCertificates. The aggregate Purchase Amount for such Distribution Payment Date, plus, plus to the extent necessary, necessary all amounts in the Reserve Account Accounts, shall be used to make payments in full to the Noteholders and Certificateholders in the manner set forth in Article IV. Following payment of all amounts payable to the Noteholders and the Certificateholders, all remaining available funds (including the amounts remaining in the Class A Reserve Account and the Class B Reserve Account) shall be distributed to the Seller. (b) [RESERVED]Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the long-term unsecured debt of the Servicer has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder hereunder, and the Indenture Trustee shall will continue to carry out its obligations hereunder with respect to the Certificateholders, including without limitation making distributions from the Payahead Account and the Collection Account in accordance with Section 4.6(d) 4.6 and making withdrawals from the Class A Reserve Account in accordance with Sections 4.6(b) 4.5 and 4.7.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection Period, Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance shall be less than or equal to is 10% or less of the initial Original Pool BalanceBalance and the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes have been paid in full, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's agrees otherwise, the Note Payment AccountServicer may not effect any such purchase if the rating of CFC's long-term debt obligations is less than Baa3 by Moody's, unless the Certificate Payment Account or Owner Trustee and the Reserve AccountIndenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.05 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust Property, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverand shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to outstanding principal balance of the Backup Servicer under this Agreement plus the Note Balance plus Notes and all accrued but unpaid interest (including any overdue interestinterest and premium) 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 IVthereon. (b) [RESERVED]As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee shall continue pursuant to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7this Agreement.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to [10% %] of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Payment Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustees and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution prior to the related Payment Date an amount equal to the aggregate Purchase Amount Price for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period) (the “Optional Purchase Price”), plus less the appraised value of any other Trust PropertyReserve Account Amount, other than which funds shall be transferred from the Reserve Account to the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option on any Payment Date unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus (i) the Note Balance plus all as of such Payment Date, (ii) accrued but unpaid interest on each Class of Notes at the related Interest Rate, (including any overdue interestiii) on the Notes plus all amounts due to the Servicer in respect of its servicing compensation, any outstanding and unreimbursed Simple Interest Advances and any outstanding Nonrecoverable Advances and unreimbursed Unreimbursed Servicer Advances. Upon such paymentall accrued but unpaid amounts owing to the Trustees, the Asset Representations Reviewer, any Backup Servicer shall succeed to and own all interests in and to the TrustAdministrator. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Payment Date, plus, to the extent necessary, all amounts in the Reserve Account other Available Funds, shall be used to make payments in full to the Noteholders in the manner set forth in Section 5.04. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed in whole but not in part on the related Payment Date for the Redemption Price. The obligations of the Servicer under this Agreement, except pursuant to Article IVSeven, shall terminate upon the purchase of the Receivables by the Servicer under this Section. The Servicer agrees to give the Indenture Trustee notice, at least 30 days prior to the Payment Date on which such purchase is to be effected, that the Servicer reasonably believes that the Pool Balance will be less than or equal to [10%] of the Cutoff Date Pool Balance as of the last day of the related Collection Period and that the Servicer expects (but is not obligated) to provide the notice required in the first paragraph of this Section and thereafter to purchase the Trust Estate (other than the Reserve Account) as provided in the first paragraph of this Section. (b) [RESERVED]. (c) 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 Certificateholders shall Owner Trustee will succeed to the rights of the Noteholders hereunder Indenture Trustee pursuant to this Agreement. Notwithstanding the satisfaction and discharge of the Indenture and the Indenture Trustee reduction of the aggregate Note Balance to zero, the Servicer shall continue to carry out perform its obligations hereunder with respect to under this Agreement until the Certificateholders, including making distributions from earlier of (i) exercise by the Collection Account Servicer of its Optional Purchase right under Section 9.01(a) or (ii) repayment in accordance with Section 4.6(d) and making withdrawals from full or liquidation of the Reserve Account in accordance with Sections 4.6(b) and 4.7last of the Receivables.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee Trustee, the Insurer and the Rating Agencies no later than ten twenty (1020) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the ---- appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee, the Indenture Trustee and the Indenture TrusteeInsurer; provided, however, -------- ------- that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement Note Balance plus all amounts due to accrued but unpaid ---- interest (including any overdue interest) on the Backup Servicer under this Agreement Notes plus the Note Certificate ---- Balance plus all accrued but unpaid interest (including any overdue interest) on ---- the Notes Certificates plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesInsurer under the Transaction ---- Documents or the Policy. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account ---- Account, shall be used to make payments in full to the Noteholders Noteholders, the Certificateholders and the Insurer in the manner set forth in Article IV. (b) [RESERVED]If, at the time the Servicer exercises its purchase option hereunder, the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee on such Distribution Date (i) a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables or (ii) a letter from the Rating Agencies to the effect that no such letter is required. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and ), making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.74.7 and submitting claims for payment under the Insurance Policy in accordance with the terms thereof.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer or any successor to the Servicer shall have the option to purchase on purchase, or cause to be purchased, the following Distribution Date corpus of the Owner Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Collection Account, Optional Purchase Price (the Note Payment Account, the Certificate Payment Account or the Reserve Account“Optional Purchase”). To exercise such option, the Servicer or any successor to the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, Trustee and the Indenture Trustee and the Rating Agencies of its intention to do so in writing, no later than ten (10) days prior the 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 repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 5.05 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Optional Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account Price (or the Reserve Accountdeposit in cash of such lesser amount as provided in Section 9.01(b)), such value and shall succeed to be determined by an appraiser mutually agreed upon by all interests in and to the Servicer, Trust Estate and the Owner Trustee and the Indenture TrusteeTrust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Xxxxx’x, or if NMAC shall then be permitted to exercise such option unrated by Xxxxx’x, then the rating of Nissan Capital of America, Inc., is less than “Ba1” by Xxxxx’x, unless the amount to be deposited in Owner Trustee and the Collection Account pursuant to this Section 9.1(a) is at least equal Indenture Trustee shall have received an Opinion of Counsel to the sum effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesAgreement. Upon such paymentdeposit of the amount necessary to purchase the corpus of the Owner Trust Estate, the Servicer shall succeed for all purposes of this Agreement be deemed to and own have released all interests claims for reimbursement of Outstanding Advances made in and to respect of the Receivables. (b) The Servicer, at its option, may pay all or a portion of the Optional Purchase Price by issuing a demand note in favor of the Trust. The aggregate , the terms of which, on the whole, shall be commercially reasonable and substantially similar to terms that would prevail in an arms-length negotiation between unaffiliated parties; provided, however, that (i) the Servicer shall pay in cash the portion of the Optional Purchase Price that is equal to or greater than the 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 Distribution Date, plus, and (ii) the Servicer may issue a demand note to a Certificateholder pursuant to this Section 9.01 only if such Certificateholder consents 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) [RESERVED]receipt of such demand note. (c) Notice of any such purchase of the Owner Trust Estate shall be given by the Owner Trustee and the Indenture Trustee to each Securityholder as soon as practicable after their receipt of notice thereof from the Servicer. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Issuer will succeed to the rights of the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account provided for in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7this Agreement.

Optional Purchase of All Receivables. (a) If, as of On any Distribution Date following the last day of any Collection Period, Monthly Period as of which the Pool Balance shall be less than or equal to Outstanding Amount of the Notes is 10% or less of the initial Pool BalanceOutstanding Amount of the Notes as of the Closing Date, the Servicer shall have the option to purchase on the following Distribution Date assets of the Owner Trust Estate, Estate other than the Collection Account, the Note Payment Account, Designated Accounts and the Certificate Payment Account or the Reserve Distribution Account. To If the Servicer’s long term unsecured debt rating from Xxxxx’x is equal to or higher than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Property, other than Estate (less the Collection Account, Liquidation Expenses to be incurred in connection with the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner each Trustee and the Indenture Trustee; providedAgent. If the Servicer’s long term unsecured debt rating from Xxxxx’x is less than Baa3 at the time that it seeks to exercise such option, howeverthen to exercise such option, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited deposit in the Collection Account pursuant an amount equal to this Section 9.1(athe 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) is must be at least equal to the sum aggregate Redemption Price of all outstanding Notes together with all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest Swap Counterparty (including in respect of any overdue interesttermination payments) on through, the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesRedemption Date. Upon such paymentThereupon, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to Owner Trust Estate (other than 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) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture Designated Accounts and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7Certificate Distribution Account).

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool BalanceBalance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, [the Backup Servicer, ,] the Owner Trustee, the Indenture Trustee Trustee[, the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section 9.1(a(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement 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 for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesAdvances [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, On each Determination Date as of the last day of any Collection Period, which the Pool Balance shall be is equal to or less than or equal to 10% of the initial Original Pool Balance, the Servicer shall have the option to purchase the Receivables (with the consent of the Security Insurer, if a claim has previously been made under the Policy or if such purchase would result in a claim on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account Policy or if such purchase would result in any amount owing and remaining unpaid under this Agreement or the Reserve AccountInsurance Agreement to the Security Insurer or any other Person). To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date pursuant to Section 5.04 an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest Receivables (including any overdue interestDefaulted Receivables) 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 IVReceivables. (b) [RESERVED]Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Servicer shall instruct the Indenture Trustee in writing to deposit the proceeds from such sale after all payments and reserves therefrom 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 pursuant to Section 5.06) from the Insolvency Proceeds and any funds remaining on deposit in the Spread Account, including the proceeds of any sale of investments therein as follows: (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 Amount of the Notes (less the deposits made to the Note Distribution Account on such Distribution Date and on prior Distribution Dates); (iii) to pay any amount owed to the Security Insurer under the Insurance Agreement; (iv) 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 (v) to the Certificate Distribution Account, the Certificate Balance (less the deposits made to the Certificate Distribution Account on such Distribution Date). Any investments on deposit in the 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 Seller. (c) Following the satisfaction and discharge As described in Article IX of the Indenture and the payment in full Trust Agreement, notice of any termination of the principal of and interest on Trust shall be given by the Notes, the Certificateholders shall succeed Servicer to the rights of the Noteholders hereunder and Owner Trustee, the Indenture Trustee shall continue to carry out its obligations hereunder with respect to and the Certificateholders, including making distributions from Security Insurer as soon as practicable after the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7Servicer has received notice thereof.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection Period, Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance shall be is 5% or less than or equal to 10% of the initial Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.04 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust Property, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverand shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to Outstanding Amount of the Backup Servicer under this Agreement plus Notes and the Note Certificate Balance plus and 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 thereon to and own all interests in and to including the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to last day of the extent necessary, all amounts in Collection Period immediately preceding the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IVredemption date. (b) [RESERVED]Upon any sale of the assets of the Trust pursuant to Section 9.02 of the Trust Agreement, the Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom 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 5.05 and 5.06) 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 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 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 under prior Distribution Dates). 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 Depositor. (c) As described in Article 9 of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (d) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee shall continue pursuant to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7this Agreement.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as to which the Pool Balance shall be equal to or less than or equal to 10% of the initial Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date corpus of the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on tenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in Receivables into the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due Distribution Date occurring in the month in which such repurchase is to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advancesbe effected. Upon such payment, payment the Servicer shall succeed to and own all interests in and to the TrustTrust and the Trust Property. The aggregate Purchase Amount and any Short- 112 119 fall Amounts for such Distribution Date, plus, plus to the extent necessary, necessary all amounts in the Reserve Account Funds, shall be used to make payments in full to the Noteholders Certificateholders in the manner set forth in Article IV, except that following distribution of all amounts payable to Class A Certificateholders and Class B Certificateholders as provided in Article IV, all remaining available amounts (including the amounts remaining in the Class A Reserve Fund and the Class B Reserve Fund) shall be distributed to the Seller in payment of the Retained Yield. (b) [RESERVED]. (c) Following Unless waived by Moodx'x, xx at the satisfaction and discharge of time the Indenture and Servicer exercises its purchase option hereunder the payment in full of the principal of and interest on the NotesServicer's long-term unsecured debt has a rating lower than Baa3 by Moodx'x, the Certificateholders xxe Servicer shall succeed deliver to the rights Trustee on such Distribution Date an Opinion of Counsel to the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder effect that, based upon certain assumptions with respect to the Certificateholdersvalue of the Receivables and as to the solvency of the Servicer, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from purchase of the Reserve Account in accordance with Sections 4.6(b) and 4.7.Receivables would not be considered a fraudulent conveyance under applicable law. 120 ARTICLE XII

Optional Purchase of All Receivables. (a) If, as of On any Payment Date on or after the last day of any Collection Period, Period as of which the Pool Collateral Balance shall be less than or equal to 10% of the initial Pool Original Collateral Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, Trust Accounts (with the consent of the Note Payment Account, Insurer if such purchase would result in a claim on the Certificate Payment Account Note Policy or would result in any amount owing under the Reserve AccountInsurance Agreement remaining unpaid). To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior subject to the Distribution Date on which such repurchase is to be effected and shall proviso below) deposit into in the Collection Account on the Business Day preceding such Distribution Date pursuant to Section 5.6 an amount equal to the aggregate Purchase Amount for fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other Trust Property, other than property held by the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Note Insurer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited paid for such purchase shall be sufficient to pay the (i) the aggregate outstanding Note Balance, (ii) the outstanding Residual Certificate Notional Balance, (iii) accrued and unpaid interest on the Class A 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 Collection Account pursuant to this Section 9.1(a) is at least exercise of such repurchase option. Upon receipt of an amount equal to the sum fair market value of the Receivables and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables Files and shall execute and deliver all amounts reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivables including a Trustee's Certificate in the form of Exhibit F-2. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and principal that would be due to the Servicer under this Agreement plus all amounts due Securityholders on such Payment Date as if such option to purchase the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer 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 IVOwner Trust Estate had never been exercised. (b) [RESERVED]Notice of any termination of the Trust shall be given by the 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 Note Insurer and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Residual Certificateholders shall will succeed to the rights of the Noteholders hereunder and the Indenture Owner Trustee shall continue to carry out its obligations hereunder with respect will succeed to the Certificateholdersrights of, including making distributions from and assume the Collection Account in accordance with Section 4.6(d) and making withdrawals from obligations of, the Reserve Account in accordance with Sections 4.6(b) and 4.7Trustee under this Agreement.

Optional Purchase of All Receivables. (a) If, as of On the Payment Date following the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to is 10% or less of the initial Original Pool Balance, the Servicer or any successor to the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, on the related Deposit Date the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10deposit pursuant to Section 4.05(a) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Defaulted Receivables, ) [plus any amounts payable to the appraised value of any other Trust Property, other than Swap Counterparty under the Collection AccountSwap Agreement,] and shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account Servicer or the Reserve Account, such value any successor to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless if the amount to be deposited in distributed to Securityholders on the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus related Payment Date would be less than 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 Distributable Amount 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 IVCertificate Distributable Amount. (b) [RESERVED].On or prior to any optional purchase of the Owner Trust Estate as described in clause (a) above, the following shall be completed: (ci) Following As described in Article Nine of the Trust Agreement and Article Ten of the Indenture, notice of any termination of the Trust shall be given by the Servicer to [the Swap Counterparty,] the Owner Trustee, the Delaware Trustee and the 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; (ii) 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 [and the Swap Counterparty] 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 Certificateholders Owner Trustee shall succeed to upon the rights direction and at the expense of the Noteholders hereunder and Depositor cause the Indenture Trustee shall continue Certificate of Trust to carry out its obligations hereunder be cancelled by filing a certificate of cancellation with respect to the Certificateholders, including making distributions from the Collection Account Secretary of State in accordance with Section 4.6(d3810 of the Statutory Trust Statute; and (ix) Upon termination of the Trust Estate, AHFC shall (1) file UCC termination statements and making withdrawals from the Reserve Account in accordance with Sections 4.6(b(2) and 4.7cancel State licenses, as necessary.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, [the Backup Servicer], the Owner Trustee, the Indenture Trustee Trustee, [the Swap Counterparty] and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement [plus all amounts due to the Backup Servicer under this Agreement 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 AdvancesAdvances [plus all amounts owed to the Swap Counterparty under the Swap Agreement, including Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IV. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% [10]% of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve AccountAccounts. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later Agencies, not fewer than ten (10) nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the aggregate Purchase Amount for the ReceivablesReceivables (including Receivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any other Trust PropertyReserve Fund Amount, other than which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.08(c) and making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b) 4.02 and 4.74.07.

Optional Purchase of All Receivables. (a) If, as of On each Distribution Date following the last day of any a Collection Period, Period as of which the Pool Balance shall be less than or equal to 10% of the initial Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Servicer Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase on the following corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date, (iv) any unpaid Class B Interest Carryover Shortfall, (v) the Class C Interest Distributable Amount for the related Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Accountand (vi) any unpaid Class C Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the DepositorTrustee in writing, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such repurchase purchase is to be effected and shall occur, deposit into pursuant to Section 4.06 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Administrative Purchase Amount Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust Property, other than (less liquidation expenses to be incurred in connection with the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Accountrecovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such paymentSeller, the Servicer and the Trustee, and shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for Notwithstanding the foregoing, if Moodx'x xx a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such Distribution Datepurchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, plusunless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Moodx'x xx otherwise satisfied, as evidenced by written notice from Moody's to the extent necessaryTrustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all amounts purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Reserve Account Receivables. The payment shall be used to make payments in full to the Noteholders made in the manner set forth specified in Article IV. (b) [RESERVED]. (c) Following Section 4.06, and shall be distributed pursuant to Section 4.07. In the satisfaction and discharge of event that both the Indenture Seller and the payment in full of Servicer, or any successor to the principal of and interest Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Notes, Trustee's receipt of such notice) shall be permitted to purchase the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7Receivables.

Optional Purchase of All Receivables. (a) If, as As of the last day of any Collection Period, Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance shall be is 5% or less than or equal to 10% of the initial Original Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior deposit pursuant to the Distribution Date on which such repurchase is to be effected and shall deposit into Section 5.04 in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust Property, other than the Collection Account, the Note Payment Account, Trust Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, howeverand shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) the preceding sentence is at least greater than or equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to Outstanding Amount of the Backup Servicer under this Agreement plus Notes and the Note Certificate Balance plus and 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 thereon to and own all interests in and to including the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to last day of the extent necessary, all amounts in Collection Period immediately preceding the Reserve Account shall be used to make payments in full to the Noteholders in the manner set forth in Article IVredemption date. (b) [RESERVED]. (c) Following the satisfaction and discharge Upon any sale of the Indenture and the payment in full assets of the principal Trust pursuant to Section 9.02 of and interest on the NotesTrust Agreement, the Certificateholders Servicer shall succeed to the rights of the Noteholders hereunder and instruct the Indenture Trustee shall continue to carry out its obligations hereunder with respect to deposit the Certificateholders, including making distributions proceeds from such sale after all payments and reserves therefrom 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 accordance with Section 4.6(d) and making withdrawals from the Reserve Account pursuant to Sections 5.05 and 5.06) from the Insolvency Proceeds and any funds remaining on deposit in accordance with Sections 4.6(bthe 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 Certificate Distribution Account, any portion of the Certificateholders' Interest Distributable Amount not otherwise deposited into the Certificate Distribution Account on such Distribution Date; (iii) 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 and 4.7.on prior Distribution Dates); and

Optional Purchase of All Receivables. (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Cutoff Date Pool Balance, the Servicer Seller shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or Account, the Reserve Fund, the Secondary Reserve Fund, the Pre-Funding Account and the Negative Carry Account. To exercise such option, the Servicer Seller shall notify the Depositor, the Backup Master Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies Agencies, no later than ten (10) 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables, plus Receivables (including Receivables that became Defaulted Receivables during the appraised value of any other Trust Property, other than the related Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteePeriod); provided, however, that the Servicer Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund, the Secondary Reserve Fund and the Collection Account) pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer in for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer AdvancesNonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer Seller shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount for amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Fund and the Secondary Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article IVFour. (b) [RESERVED]. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d4.09(c) and making withdrawals from the Reserve Account Fund and the Secondary Reserve Fund in accordance with Sections 4.6(b4.09(b) and 4.7.4.02 and 4.03. ARTICLE NINE

Optional Purchase of All Receivables. (a) If, as of On the Distribution Date following the last day of any Collection Period, Period as of which the Pool Balance shall be less than or equal to is 10% or less of the initial Cutoff Date Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, Accounts and the Certificate Payment Account or the Reserve Distribution Account. To exercise such option, on the related Deposit Date the Servicer shall notify the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10deposit pursuant to Section 4.04(a) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into in the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount Repurchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any such other Trust Property, property held by the Issuer other than the Collection Account, the Note Payment Account, Accounts and the Certificate Payment Account or the Reserve Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Issuer and the Indenture Trustee; providedTrustees, howeverand shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus all amounts due to the Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus the Certificate Balance plus all accrued but unpaid interest (including any overdue interest) on the Certificates plus all amounts due to the Servicer in any outstanding Insurer under the Insurance Agreement and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advancesthe other Basic Documents. Upon such payment, the Servicer shall succeed to and own all interests in and to the TrustIssuer. The aggregate Purchase Amount Repurchase Payment for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account Fund, shall be used to make payments in full to the Noteholders Noteholders, the Certificateholders and the Insurer in the manner set forth in Article IVFour. The Servicer shall notify the Owner Trustee, the Indenture Trustee, the Insurer and the Depositor of its exercise of the option hereunder no later than 20 days prior to the related Distribution Date. (b) [RESERVED]If, at the time the Servicer exercises its purchase option hereunder, the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Depositor, the Insurer, the Owner Trustee and the Indenture Trustee on such Distribution Date (i) a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables or (ii) a letter from the Rating Agencies to the effect that no such letter is required. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection Account in accordance with Section 4.6(d) and 4.05(d), making withdrawals from the Reserve Account Fund in accordance with Sections 4.6(b4.05(b) and 4.74.06 and submitting claims for payment under the Insurance Policy in accordance with the terms thereof.