Common use of Optional Purchase of Trust Estate Clause in Contracts

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (CD) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Business Day prior to the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty ten days prior to the date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid by the Servicer, (C) interest then due on the Notes and (CD) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty ten days prior to the date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other Persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses first through third and fifth of Section 8.5(a) of the Indenture (assuming that such Payment Date is not a Redemption Date) and all (y) the Outstanding Note Balance (after giving effect to the payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such optionReceivables, which amount shall be deposited by the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price (or its designee) into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding NotesNotes [plus all amounts owing to the Swap Counterparty as of the Redemption Date]. To exercise such option, the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to the date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 26 Sale and Servicing Agreement (2015-1)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to the date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid by the Servicer, (C) interest then due on the Notes and (CD) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Business Day prior to the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty ten days prior to the date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional PurchasePurchase date. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 26 Sale and Servicing Agreement (2014-1)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional PurchasePurchase date. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 26 Sale and Servicing Agreement (2014-2)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee 27 Sale and Servicing Agreement (2016-1) for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid by the Servicer, (C) interest then due on the Notes and (CD) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty ten days prior to the date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer shall deposit, subject to Section 4.5, deposit the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional PurchasePurchase date. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 26 Sale and Servicing Agreement (2013-5)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay [(Ax) the Servicing Fee for amounts required to be paid under [clauses first through eighth] of Section 8.5(a) of the Indenture (assuming that such Payment Date and all unpaid Servicing Fees with respect to prior periods, (Bis not a Redemption Date) interest then due on the Notes and (Cy) the aggregate unpaid Outstanding Note Balance of all (after giving effect to the payments described in the preceding clause (x))]. The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the fair market value of the Outstanding Notes. To exercise such optionTrust Estate (other than the Reserve Account), which amount shall be deposited by the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional Purchase. If the Servicer Servicer, exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses first through third and fifth of Section 8.5(a) of the Indenture (assuming that such Payment Date is not a Redemption Date) and all (y) the Note Balance (after giving effect to the payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such optionReceivables, which amount shall be deposited by the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional Purchase. If the Servicer Bank, as Servicer, exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 16 Servicing Agreement (2013-1)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date Date, and (ii) the sum of the Optional Purchase Price 29 Sale and Servicing Agreement (20[ ]-[ ]) and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid by the Servicer, (C) interest then due on the Notes and (CD) the aggregate unpaid Note Balance of all of the Outstanding NotesNotes [plus all amounts owing to the Swap Counterparty as of the Redemption Date]. To exercise such option, the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty ten days prior to the date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses first through third and fifth of Section 8.5(a) of the Indenture (assuming that such Payment Date is not a Redemption Date) and all (y) the Note Balance (after giving effect to the payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes and (C) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such optionReceivables, which amount shall be deposited by the Servicer shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than twenty days prior to date of the Optional Purchase. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.