Common use of Purchase Rights of Certificateholders Clause in Contracts

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of a series will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, to purchase the class of Certificates with immediate seniority to the Certificates held by the purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "“Other Agreements"”), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's ’s obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereofPurchasing Certificateholder.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation of a Triggering Event, each Applicable Certificateholder shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of a series will have certain rightsthe Class A-1 Certificates pursuant to the Class A-2 Trust Agreement or any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement) to purchase, for the purchase prices set forth in the Class A-1 Trust Agreement, the exercise Class A-2 Trust Agreement and the Class B Trust Agreement, respectively, all, but not less than all, of which will be specified in the applicable Trust SupplementClass A-1 Certificates, to purchase the class of Class A-2 Certificates with immediate seniority and the Class B Certificates upon ten days' written notice to the Certificates held by Class A-1 Trustee, the purchasing Class A-2 Trustee, the Class B Trustee and each other Applicable Certificateholder. The purchase price with respect , PROVIDED that (i) if prior to the Certificates of any series shall be equal to the Pool Balance of the Certificates end of such series, together with accrued and unpaid interest thereon ten-day period any other Applicable Certificateholder notifies such purchasing Applicable Certificateholder that such other Applicable Certificateholder wants to the date of participate in such purchase, without premiumthen such other Applicable Certificateholder may join with the purchasing Applicable Certificateholder to purchase all, but including any other amounts then due and payable to the Certificateholders under this Agreementnot less than all, any Intercreditor Agreement or any other Note Document or on or in respect of the Class A-1 Certificates, the Class A-2 Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Class B Certificates of a series that are subject to pro rata based on the same Intercreditor Agreement (such other Agreements, Fractional Undivided Interest in the "Other Agreements"), the Certificates of Applicable Trust held by each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Applicable Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if prior to the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates end of such series ten-day period any other Applicable Certificateholder fails to be issued notify the purchasing Applicable Certificateholder of such other Applicable Certificateholder's desire to the purchaser participate in such denominations as it a purchase, then such other Applicable Certificateholder shall request. All charges lose its right to purchase the Class A-1 Certificates, the Class A-2 Certificates and expenses in connection with the issuance of any such new Class B Certificates shall be borne by the purchaser thereofpursuant to this Section 4.01(a).

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder shall have the right (which shall not expire upon any purchase of the Class A Certificates pursuant to the Class B Trust Agreement) to purchase all, but not less than all, of a series will have certain rightsthe Class A Certificates and the Class B Certificates upon ten days' written notice to the Class A Trustee, the exercise Class B Trustee and each other Certificateholder, PROVIDED that (A) if prior to the end of which will be specified such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all, but not less than all, of the Class A Certificates and the Class B Certificates pro rata based on the Fractional Undivided Interest in the applicable Trust Supplementheld by each such Certificateholder and (B) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its right to purchase the class of Class A Certificates with immediate seniority and the Class B Certificates pursuant to the Certificates held by the purchasing Certificateholderthis Section 6.01(b). The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no No such purchase of the Class A Certificates of such series and the Class B Certificates shall be effective unless the purchaser shall certify to the Trustee Other Trustees of each such Class that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Other Pass Through Trust Agreements, the "Other Agreements"), Class A Certificates and the Certificates of each such series that is senior to the Certificates held by such purchaserClass B Certificates. Each payment of the purchase price of the Class A Certificates of any series and the Class B Certificates as determined in the Other Pass Through Trust Agreements shall be made to an account or accounts designated by the Trustee under such Other Pass Through Trust Agreements and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of The Class A Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Class B Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders of either Class to deliver any Certificates (whether in the form of such series Physical Certificates or beneficial interests in Global Certificates) and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Class A Certificates or the Class B Certificates, as the case may be, to the purchaser and receive the purchase price for such the Certificates of such series and (ii) if the purchaser shall so request, request such Certificateholder will comply with all of the provisions of Section 3.04 hereof of the Other Pass Through Trust Agreement for such Class to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation of a Triggering Event, each Applicable Certificateholder and Class C-1 Certificateholder (each, a "CLASS C CERTIFICATEHOLDER") shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of a series will have certain rightsthe Class A-1 Certificates pursuant to the Class A-2 Trust Agreement or any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement) to purchase, for the purchase prices set forth in the Class A-1 Trust Agreement, the exercise Class A-2 Trust Agreement and the Class B Trust Agreement, respectively, all, but not less than all, of which will be specified in the applicable Trust SupplementClass A-1 Certificates, to purchase the class of Class A-2 Certificates with immediate seniority and the Class B Certificates upon ten days' written notice to the Certificates held by Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee and (x) if such purchasing Class C Certificateholder is an Applicable Certificateholder. The purchase price with respect , each other Applicable Certificateholder and either (I) if the Class C-1 Trustee shall have made a current list of Class C-1 Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Class C-1 Certificateholder, or (II) if clause (I) is not applicable, the Class C-1 Trustee, or (y) if such purchasing Class C Certificateholder is a Class C-1 Certificateholder, each other Class C-1 Certificateholder and either (I) if the Trustee shall have made a current list of Applicable Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Applicable Certificateholder, or (II) if clause (I) is not applicable, the Trustee, PROVIDED that (i) if prior to the Certificates of any series shall be equal to the Pool Balance of the Certificates end of such series, together with accrued and unpaid interest thereon ten-day period any other Class C Certificateholder notifies such purchasing Class C Certificateholder that such other Class C Certificateholder wants to the date of participate in such purchase, without premiumthen such other Class C Certificateholder may join with the purchasing Class C Certificateholder to purchase all, but including any other amounts then due and payable to the Certificateholders under this Agreementnot less than all, any Intercreditor Agreement or any other Note Document or on or in respect of the Class A-1 Certificates, the Class A-2 Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Class B Certificates of a series that are subject to pro rata based on the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of Class C Fractional Undivided Interest held by each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Class C Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if prior to the purchaser end of such ten-day period any other Class C Certificateholder fails to notify the purchasing Class C Certificateholder of such other Class C Certificateholder's desire to participate in such a purchase, then such other Class C Certificateholder shall so requestlose its right to purchase the Class A-1 Certificates, such Certificateholder will the Class A-2 Certificates and the Class B Certificates pursuant to this Section 4.01(a). After the occurrence and during the continuation of a Triggering Event, the Trustee either shall comply with all any request of the provisions a Class C-1 Certificateholder for a current list of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it Applicable Certificateholders or shall request. All charges and expenses in connection with the issuance forthwith notify each Applicable Certificateholder of any such new notice received by it from any Class C-1 Certificateholder of its exercise of its rights under the Agreement and the Other Agreements to purchase the Class A-1 Certificates, the Class A-2 Certificates shall be borne by and the purchaser thereofClass B Certificates.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation of a Triggering Certificate Buy-Out Event, each so long as no Additional Certificateholder or Class B Certificateholder has elected to exercise its rights to purchase Certificates pursuant to, and given notice of Certificates of a series will have certain rightssuch election in accordance with, this Section 6.01 (upon such election and notification thereof, the exercise of which will be right specified in this Section 6.01(a) shall be suspended and (x) upon consummation of the applicable purchase pursuant to such election, be terminated with respect to such Certificate Buy-Out Event, or (y) upon failure to consummate such purchase on the proposed purchase date, such right shall be revived), each Class A Certificateholder (other than the Company or any of its Affiliates) shall have the right to purchase, for the purchase price set forth in the Class AA Trust SupplementAgreement all, but not less than all, of the Class AA Certificates upon ten days’ prior written irrevocable notice to the Trustee, the Class AA Trustee and each other Class A Certificateholder, on the third Business Day following the expiration of such ten-day notice period, provided that (A) if prior to the end of such ten-day period any other Class A Certificateholder(s) (other than the Company or any of its Affiliates) notifies such purchasing Class A Certificateholder that such other Class A Certificateholder(s) want(s) to participate in such purchase, then such other Class A Certificateholder(s) (other than the Company or any of its Affiliates) may join with the purchasing Class A Certificateholder to purchase all, but not less than all, of the Class AA Certificates pro rata based on the Fractional Undivided Interest in the Class A Trust held by each such Class A Certificateholder and (B) upon consummation of such purchase no Class A Certificateholder shall have a right to purchase the class of Class AA Certificates with immediate seniority pursuant to this Section 6.01(a) during the Certificates held by the purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates continuance of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.Certificate Buy-Out Event;

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series "POTENTIAL PURCHASER" and, collectively, the "POTENTIAL PURCHASERS") will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; providedPROVIDED, howeverHOWEVER, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); PROVIDED, FURTHER, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a "PURCHASING CERTIFICATEHOLDER" and, collectively, the "PURCHASING CERTIFICATEHOLDERS") shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other AgreementsOTHER AGREEMENTS"), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a "SELLING CERTIFICATEHOLDER" and, collectively, the "SELLING CERTIFICATEHOLDERS") of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereofPurchasing Certificateholder.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation of a Triggering Certificate Buy-Out Event, each so long as no Additional Certificateholder has elected to exercise its rights to purchase Certificates pursuant to, and given notice of Certificates of a series will have certain rightssuch election in accordance with, this Section 6.01 (upon such election and notification thereof, the exercise of which will be right specified in this Section 6.01(a) shall be suspended and (x) upon consummation of the applicable purchase pursuant to such election, be terminated with respect to such Certificate Buy-Out Event, or (y) upon failure to consummate such purchase on the proposed purchase date, such right shall be revived), each Class B Certificateholder (other than the Company or any of its Affiliates) shall have the right to purchase, for the purchase price set forth in the Class AA Trust SupplementAgreement and in the Class A Trust Agreement all, but not less than all, of the Class AA Certificates and Class A Certificates upon ten days’ prior written irrevocable notice to the Trustee, the Class AA Trustee, the Class A Trustee and each other Class B Certificateholder, on the third Business Day following the expiration of such ten-day notice period, provided that (A) if prior to the end of such ten-day period any other Class B Certificateholder(s) (other than the Company or any of its Affiliates) notifies such purchasing Class B Certificateholder that such other Class B Certificateholder(s) want(s) to participate in such purchase, then such other Class B Certificateholder(s) (other than the Company or any of its Affiliates) may join with the purchasing Class B Certificateholder to purchase all, but not less than all, of the Class AA Certificates and the Class A Certificates pro rata based on the Fractional Undivided Interest in the Class B Trust held by each such Class B Certificateholder and (B) upon consummation of such purchase no Class B Certificateholder shall have a right to purchase the class of Class AA Certificates with immediate seniority and the Class A Certificates pursuant to this Section 6.01(a) during the Certificates held by the purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates continuance of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.Certificate Buy-Out Event;

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series "Potential Purchaser" and, collectively, the "Potential Purchasers") will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a "Purchasing Certificateholder" and, collectively, the "Purchasing Certificateholders") shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a "Selling Certificateholder" and, collectively, the "Selling Certificateholders") of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereofPurchasing Certificateholder.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) (i) At any time after the occurrence and during the continuation continuance of a Triggering Event, each Applicable Certificateholder shall have the right to purchase, for the purchase price set forth below, all, but not less than all, of the Class G Certificates upon ten days' written notice to the Trustee, and each other Applicable Certificateholder, provided that (A) if prior to the end of such ten-day period any other Applicable Certificateholder notifies such purchasing Applicable Certificateholder that such other Applicable Certificateholder wants to participate in such purchase, then such other Applicable Certificateholder may join with the purchasing Applicable Certificateholder to purchase all, but not less than all, of the Class G Certificates pro rata based on the Fractional Undivided Interest in the Applicable Trust held by each such Applicable Certificateholder and (B) if prior to the end of such ten-day period any other Applicable Certificateholder fails to notify the purchasing Applicable Certificateholder of Certificates of such other Applicable Certificateholder's desire to participate in such a series will have certain rightspurchase, the exercise of which will be specified in the applicable Trust Supplement, then such other Applicable Certificateholder shall lose its right to purchase the class Class G Certificates pursuant to this Section 4.01(a) and (ii) whether or not any Applicable Certificateholder exercises its right to purchase pursuant to clause (a)(i) above, the Policy Provider, if it is then the Controlling Party and 180 days have elapsed since the occurrence of a Triggering Event that is continuing, shall have the right (except in the event of a Policy Provider Default) to purchase all, but not less than all, of the Class G Certificates with immediate seniority upon ten days' written notice to the Certificates held by Trustee, the purchasing Certificateholdertrustee of the Class G Trust and the Class G Certificateholders. The purchase price with respect to the Class G Certificates of any series shall be equal to the Pool Balance of the Certificates of such seriesClass G Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Class G Certificateholders under this Agreement, any the Intercreditor Agreement, the Escrow Agreement or any other Note Document or on or in respect of the Certificates of such seriesApplicable Certificates; provided, however, that (x) if such purchase occurs after the record date specified in Section 2.03(b) of the Escrow Agreement relating to the distribution of unused Deposits and accrued and unpaid interest thereunder, such purchase price shall be reduced by the aggregate amount of unused Deposits and interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the Class G Certificateholder as of such Record Date) and (y) if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Class G Certificateholder as of such Record Date); provided further that no such purchase of Class G Certificates of such series shall be effective unless the purchaser purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser purchaser(s) is purchasing, purchasing the Class G Certificates pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaserAgreement. Each payment of the purchase price of the Class G Certificates of any series referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own actsSection 4.01(a), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, Event each Certificateholder shall have the right (which shall not expire upon any purchase of the Class A Certificates pursuant to Section 6.01(b)(i) of a series will have certain rightsthe Class B Trust Agreement) to purchase all, but not less than all, of the exercise Class A Certificates and the Class B Certificates by notifying in writing each of which will be specified in the applicable Trust Supplement, Other Trustees and each other Certificateholder of such Certificateholder's intention to purchase the class Class A Certificates and the Class B Certificates ten days after the date of Certificates with immediate seniority such notification, provided that (A) if prior to the end of such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all, but not less than all, of the Class A Certificates and the Class B Certificates pro rata based on the Fractional Undivided Interest in the Trust held by each such Certificateholder and (B) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its right to purchase the Class A Certificates and the Class B Certificates pursuant to this Section 6.01(b). The purchase price with respect to the each Class of Certificates of any series shall be equal to the Pool Balance of the Certificates such Class of such seriesCertificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such Class under this Agreementthe Other Pass Through Trust Agreement for such Class, any the Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such seriesClass; provided, however, that no such purchase of Certificates of such series any Class shall be effective unless the purchaser shall certify to the Other Trustee for such Class that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Other Pass Through Trust Agreements, the "Other Agreements"), Class A Certificates and the Certificates of each such series that is senior to the Certificates held by such purchaserClass B Certificates. Each payment of the purchase price of the Certificates of any series Class referred to in the first sentence hereof shall be made to an account or accounts designated by the Other Trustee for such Class and each such purchase shall be subject to the terms of this SectionSection 6.01(b). Each Certificateholder of any series agrees by its acceptance of The Class A Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Class B Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders of any Class to deliver any Certificates of such series Class (whether in the form of Physical Certificates or beneficial interests in Global Certificates (as defined in the Other Pass Through Trust Agreement for such Class) and, upon such a purchase, (i) the only rights of the Certificateholders of such Class will be to deliver the Certificates of such Class to the purchaser and receive the purchase price for such Certificates of such series Class and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof of the Other Pass Through Trust Agreement for such Class to enable new Certificates of such series Class to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates of any Class shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder shall have the right (which shall not expire upon any purchase of the Class A Certificates pursuant to Section 6.01(b)(i) of a series will have certain rightsthe Class B Trust Agreement or any purchase of the Class A Certificates and the Class B Certificates pursuant to Section 6.01(b)(i) of the Class C Trust Agreement) to purchase all, but not less than all, of the Class A Certificates, the exercise Class B Certificates and the Class C Certificates by notifying in writing each of which will be specified in the applicable Trust Supplement, Other Trustees and each other Certificateholder of such Certificateholder's intention to purchase the class Class A Certificates, the Class B Certificates and the Class C Certificates ten days after the date of such notification, provided that (A) if prior to the end of such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all, but not less than all, of the Class A Certificates, the Class B Certificates with immediate seniority to and the Class C Certificates pro rata based on the principal amount of the Certificates held by each such Certificateholder and (B) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its right to purchase the Class A Certificates, the Class B Certificates and the Class C Certificates pursuant to this Section 6.01(b). The purchase price with respect to the each Class of Certificates of any series shall be equal to the Pool Balance of the Certificates such Class of such seriesCertificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such Class under this Agreement, any the Intercreditor Agreement, the Escrow Agreement or any other Note Document or on or in respect of the Certificates of such seriesClass; provided, however, that (i) if such purchase occurs after the record date specified in Section 2.03(b) of the Escrow Agreement relating to the distribution of unused Deposits and accrued and unpaid interest thereunder, such purchase price shall be reduced by the aggregate amount of unused Deposits and interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by the Certificateholder of such Class as of such record date) and (ii) if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder of such Class as of such Record Date); provided further that no such purchase of Certificates of such series any Class shall be effective unless the purchaser shall certify to the Other Trustee for such Class that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Other Pass Through Trust Agreements, the "Other Agreements")Class A Certificates, the Class B Certificates of each such series that is senior to and the Certificates held by such purchaserClass C Certificates. Each payment of the purchase price of the Certificates of any series Class referred to in the first sentence hereof shall be made to an account or accounts designated by the Other Trustee for such Class and each such purchase shall be subject to the terms of this SectionSection 6.01(b). Each Certificateholder of any series agrees by its acceptance of The Class A Certificates, Class B Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Class C Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders of any Class to deliver any Certificates of such series Class (whether in the form of Physical Certificates or beneficial interests in Global Certificates) and, upon such a purchase, (i) the only rights of the Certificateholders of such Class will be to deliver the Certificates of such Class to the purchaser and receive the purchase price for such the Certificates of such series Class and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof of the Other Pass Through Trust Agreement for such Class to enable new Certificates of such series Class to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates of any Class shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation of a Triggering Event, each Applicable Certificateholder and Class C-2 Certificateholder (each, a "CLASS C CERTIFICATEHOLDER") shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of a series will have certain rightsthe Class A-1 Certificates pursuant to the Class A-2 Trust Agreement or any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement) to purchase, for the purchase prices set forth in the Class A-1 Trust Agreement, the exercise Class A-2 Trust Agreement and the Class B Trust Agreement, respectively, all, but not less than all, of which will be specified in the applicable Trust SupplementClass A-1 Certificates, to purchase the class of Class A-2 Certificates with immediate seniority and the Class B Certificates upon ten days' written notice to the Certificates held by Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee and (x) if such purchasing Class C Certificateholder is an Applicable Certificateholder. The purchase price with respect , each other Applicable Certificateholder and either (I) if the Class C-2 Trustee shall have made a current list of Class C-2 Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Class C-2 Certificateholder, or (II) if clause (I) is not applicable, the Class C-2 Trustee, or (y) if such purchasing Class C Certificateholder is a Class C-2 Certificateholder, each other Class C-2 Certificateholder and either (I) if the Trustee shall have made a current list of Applicable Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Applicable Certificateholder, or (II) if clause (I) is not applicable, the Trustee, PROVIDED that (i) if prior to the Certificates of any series shall be equal to the Pool Balance of the Certificates end of such series, together with accrued and unpaid interest thereon ten-day period any other Class C Certificateholder notifies such purchasing Class C Certificateholder that such other Class C Certificateholder wants to the date of participate in such purchase, without premiumthen such other Class C Certificateholder may join with the purchasing Class C Certificateholder to purchase all, but including any other amounts then due and payable to the Certificateholders under this Agreementnot less than all, any Intercreditor Agreement or any other Note Document or on or in respect of the Class A-1 Certificates, the Class A-2 Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Class B Certificates of a series that are subject to pro rata based on the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of Class C Fractional Undivided Interest held by each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Class C Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if prior to the purchaser end of such ten-day period any other Class C Certificateholder fails to notify the purchasing Class C Certificateholder of such other Class C Certificateholder's desire to participate in such a purchase, then such other Class C Certificateholder shall so requestlose its right to purchase the Class A-1 Certificates, such Certificateholder will the Class A-2 Certificates and the Class B Certificates pursuant to this Section 4.01(a). After the occurrence and during the continuation of a Triggering Event, the Trustee either shall comply with all any request of the provisions a Class C-2 Certificateholder for a current list of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it Applicable Certificateholders or shall request. All charges and expenses in connection with the issuance forthwith notify each Applicable Certificateholder of any such new notice received by it from any Class C-2 Certificateholder of its exercise of its rights under this Agreement and the Other Agreements to purchase the Class A-1 Certificates, the Class A-2 Certificates shall be borne by and the purchaser thereofClass B Certificates.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation of a Triggering Event, each Applicable Certificateholder and Class C-2 Certificateholder (each, a "CLASS C CERTIFICATEHOLDER") shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of a series will have certain rightsthe Class A-1 Certificates pursuant to the Class A-2 Trust Agreement or any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement) to purchase, for the purchase prices set forth in the Class A-1 Trust Agreement, the exercise Class A-2 Trust Agreement and the Class B Trust Agreement, respectively, all, but not less than all, of which will be specified in the applicable Trust SupplementClass A-1 Certificates, to purchase the class of Class A-2 Certificates with immediate seniority and the Class B Certificates upon ten days' written notice to the Certificates held by Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee and (x) if such purchasing Class C Certificateholder is an Applicable Certificateholder. The purchase price with respect , each other Applicable Certificateholder and either (I) if the Class C-2 Trustee shall have made a current list of Class C-2 Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Class C-2 Certificateholder, or (II) if clause (I) is not applicable, the Class C-2 Trustee, or (y) if such purchasing Class C Certificateholder is a Class C-2 Certificateholder, each other Class C-2 Certificateholder and either (I) if the Trustee shall have made a current list of Applicable Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Applicable Certificateholder, or (II) if clause (I) is not applicable, the Trustee, PROVIDED that (i) if prior to the Certificates of any series shall be equal to the Pool Balance of the Certificates end of such series, together with accrued and unpaid interest thereon ten-day period any other Class C Certificateholder notifies such purchasing Class C Certificateholder that such other Class C Certificateholder wants to the date of participate in such purchase, without premiumthen such other Class C Certificateholder may join with the purchasing Class C Certificateholder to purchase all, but including any other amounts then due and payable to the Certificateholders under this Agreementnot less than all, any Intercreditor Agreement or any other Note Document or on or in respect of the Class A-1 Certificates, the Class A-2 Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Class B Certificates of a series that are subject to pro rata based on the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of Class C Fractional Undivided Interest held by each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Class C Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if prior to the purchaser end of such ten-day period any other Class C Certificateholder fails to notify the purchasing Class C Certificateholder of such other Class C Certificateholder's desire to participate in such a purchase, then such other Class C Certificateholder shall so requestlose its right to purchase the Class A-1 Certificates, such Certificateholder will the Class A-2 Certificates and the Class B Certificates pursuant to this Section 4.01(a). After the occurrence and during the continuation of a Triggering Event, the Trustee either shall comply with all any request of the provisions a Class C-2 Certificateholder for a current list of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it Applicable Certificateholders or shall request. All charges and expenses in connection with the issuance forthwith notify each Applicable Certificateholder of any such new notice received by it from any Class C-2 Certificateholder of its exercise of its rights under the Agreement and the Other Agreements to purchase the Class A-1 Certificates, the Class A-2 Certificates shall be borne by and the purchaser thereofClass B Certificates.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation continuance of a Triggering Event, each Applicable Certificateholder and Class C-2 Certificateholder (each a "CLASS C CERTIFICATEHOLDER") shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of a series will have certain rightsthe Class A-1 Certificates pursuant to the Class A-2 Trust Agreement or any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement) to purchase, for the purchase prices set forth in the Class A-1 Trust Agreement, the exercise Class A-2 Trust Agreement and the Class B Trust Agreement, respectively, all, but not less than all, of which will be specified in the applicable Trust SupplementClass A-1 Certificates, to purchase the class of Class A-2 Certificates with immediate seniority and the Class B Certificates upon ten days' written notice to the Certificates held by Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee and (x) if such purchasing Class C Certificateholder is an Applicable Certificateholder. The purchase price with respect , each other Applicable Certificateholder and either (I) if the Class C-2 Trustee shall have made a current list of Class C-2 Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Class C-2 Certificateholder, or (II) if clause (I) is not applicable, the Class C-2 Trustee, or (y) if such purchasing Class C Certificateholder is a Class C-2 Certificateholder, each other Class C-2 Certificateholder and either (I) if the Trustee shall have made a current list of Applicable Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Applicable Certificateholder, or (II) if clause (I) is not applicable, the Trustee, PROVIDED that (i) if prior to the Certificates of any series shall be equal to the Pool Balance of the Certificates end of such series, together with accrued and unpaid interest thereon ten-day period any other Class C Certificateholder notifies such purchasing Class C Certificateholder that such other Class C Certificateholder wants to the date of participate in such purchase, without premiumthen such other Class C Certificateholder may join with the purchasing Class C Certificateholder to purchase all, but including any other amounts then due and payable to the Certificateholders under this Agreementnot less than all, any Intercreditor Agreement or any other Note Document or on or in respect of the Class A-1 Certificates, the Class A-2 Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Class B Certificates of a series that are subject to pro rata based on the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of Class C Fractional Undivided Interest held by each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Class C Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if prior to the purchaser end of such ten-day period any other Class C Certificateholder fails to notify the purchasing Class C Certificateholder of such other Class C Certificateholder's desire to participate in such a purchase, then such other Class C Certificateholder shall so requestlose its right to purchase the Class A-1 Certificates, such Certificateholder will the Class A-2 Certificates and the Class B Certificates pursuant to this Section 4.01(a). After the occurrence and during the continuance of a Triggering Event, the Trustee either shall comply with all any request of the provisions a Class C-2 Certificateholder for a current list of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it Applicable Certificateholders or shall request. All charges and expenses in connection with the issuance forthwith notify each Applicable Certificateholder of any such new notice received by it from any Class C-2 Certificateholder of its exercise of its rights under this Agreement and the Other Agreements to purchase the Class A-1 Certificates, the Class A-2 Certificates shall be borne by and the purchaser thereofClass B Certificates.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation of a Triggering Certificate Buy-Out Event, each so long as no Additional Certificateholder has elected to exercise its rights to purchase Certificates pursuant to, and given notice of Certificates of a series will have certain rightssuch election in accordance with, this Section 6.01 (upon such election and notification thereof, the exercise of which will be right specified in this Section 6.01(a) shall be suspended and (x) upon consummation of the applicable purchase pursuant to such election, be terminated with respect to such Certificate Buy-Out Event, or (y) upon failure to consummate such purchase on the proposed purchase date, such right shall be revived), each Class B Certificateholder (other than the Company or any of its Affiliates) shall have the right to purchase, for the purchase price set forth in the Class AA Trust SupplementAgreement and in the Class A Trust Agreement all, but not less than all, of the Class AA Certificates and Class A Certificates upon ten days’ prior written irrevocable notice to the Trustee, the Class AA Trustee, the Class A Trustee and each other Class B Certificateholder, on the third Business Day following the expiration of such ten-day notice period, provided that (A) if prior to the end of such ten-day period any other Class B Certificateholder(s) (other than the Company or any of its Affiliates) notifies such purchasing Class B Certificateholder that such other Class B Certificateholder(s) want(s) to participate in such purchase, then such other Class B Certificateholder(s) (other than the Company or any of its Affiliates) may join with the purchasing Class B Certificateholder to purchase all, but not less than all, of the Class AA Certificates and Class A Certificates pro rata based on the Fractional Undivided Interest in the Class B Trust held by each such Class B Certificateholder and (B) upon consummation of such purchase no Class B Certificateholder shall have a right to purchase the class of Class AA Certificates with immediate seniority and the Class A Certificates pursuant to this Section 6.01(a) during the Certificates held by the purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates continuance of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.Certificate Buy-Out Event;

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "“Other Agreements"”), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding - all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's ’s obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereofPurchasing Certificateholder.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation continuance of a Triggering Event, each Applicable Certificateholder and Class C-1 Certificateholder (each a "CLASS C CERTIFICATEHOLDER") shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of a series will have certain rightsthe Class A-1 Certificates pursuant to the Class A-2 Trust Agreement or any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement) to purchase, for the purchase prices set forth in the Class A-1 Trust Agreement, the exercise Class A-2 Trust Agreement and the Class B Trust Agreement, respectively, all, but not less than all, of which will be specified in the applicable Trust SupplementClass A-1 Certificates, to purchase the class of Class A-2 Certificates with immediate seniority and the Class B Certificates upon ten days' written notice to the Certificates held by Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee and (x) if such purchasing Class C Certificateholder is an Applicable Certificateholder. The purchase price with respect , each other Applicable Certificateholder and either (I) if the Class C-1 Trustee shall have made a current list of Class C-1 Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Class C-1 Certificateholder, or (II) if clause (I) is not applicable, the Class C-1 Trustee, or (y) if such purchasing Class C Certificateholder is a Class C-1 Certificateholder, each other Class C-1 Certificateholder and either (I) if the Trustee shall have made a current list of Applicable Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Applicable Certificateholder, or (II) if clause (I) is not applicable, the Trustee, PROVIDED that (i) if prior to the Certificates of any series shall be equal to the Pool Balance of the Certificates end of such series, together with accrued and unpaid interest thereon ten-day period any other Class C Certificateholder notifies such purchasing Class C Certificateholder that such other Class C Certificateholder wants to the date of participate in such purchase, without premiumthen such other Class C Certificateholder may join with the purchasing Class C Certificateholder to purchase all, but including any other amounts then due and payable to the Certificateholders under this Agreementnot less than all, any Intercreditor Agreement or any other Note Document or on or in respect of the Class A-1 Certificates, the Class A-2 Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Class B Certificates of a series that are subject to pro rata based on the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of Class C Fractional Undivided Interest held by each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Class C Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if prior to the purchaser end of such ten-day period any other Class C Certificateholder fails to notify the purchasing Class C Certificateholder of such other Class C Certificateholder's desire to participate in such a purchase, then such other Class C Certificateholder shall so requestlose its right to purchase the Class A-1 Certificates, such Certificateholder will the Class A-2 Certificates and the Class B Certificates pursuant to this Section 4.01(a). After the occurrence and during the continuance of a Triggering Event, the Trustee either shall comply with all any request of the provisions a Class C-1 Certificateholder for a current list of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it Applicable Certificateholders or shall request. All charges and expenses in connection with the issuance forthwith notify each Applicable Certificateholder of any such new notice received by it from any Class C-1 Certificateholder of its exercise of its rights under this Agreement and the Other Agreements to purchase the Class A-1 Certificates, the Class A-2 Certificates shall be borne by and the purchaser thereofClass B Certificates.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation of a Triggering Certificate Buy-Out Event, each so long as no Additional Certificateholder has elected to exercise its rights to purchase Certificates pursuant to, and given notice of Certificates of a series will have certain rightssuch election in accordance with, this Section 6.01 (upon such election and notification thereof, the exercise of which will be right specified in this Section 6.01(a) shall be suspended and (x) upon consummation of the applicable purchase pursuant to such election, be terminated with respect to such Certificate Buy-Out Event, or (y) upon failure to consummate such purchase on the proposed purchase date, such right shall be revived), each Class B Certificateholder (other than the Company or any of its Affiliates) shall have the right to purchase, for the purchase price set forth in the Class A Trust SupplementAgreement, all, but not less than all, of the Class A Certificates upon ten days’ prior written irrevocable notice to the Trustee, the Class A Trustee and each other Class B Certificateholder, on the third Business Day following the expiration of such ten-day notice period, provided that (A) if prior to the end of such ten-day period any other Class B Certificateholder(s) (other than the Company or any of its Affiliates) notifies such purchasing Class B Certificateholder that such other Class B Certificateholder(s) want(s) to participate in such purchase, then such other Class B Certificateholder(s) (other than the Company or any of its Affiliates) may join with the purchasing Class B Certificateholder to purchase all, but not less than all, of the Class A Certificates pro rata based on the Fractional Undivided Interest in the Class B Trust held by each such Class B Certificateholder and (B) upon consummation of such purchase no Class B Certificateholder shall have a right to purchase the class of Class A Certificates with immediate seniority pursuant to this Section 6.01(a) during the Certificates held by the purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates continuance of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.Certificate Buy-Out Event;

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at (a) At any time after the occurrence and during the continuation of a Triggering Event, each Applicable Certificateholder (other than the Company or any of Certificates of a series will its Affiliates) shall have certain rightsthe right to purchase, for the exercise of which will be specified purchase prices set forth in the applicable Class G Trust SupplementAgreement all, to purchase but not less than all, of the class of Class G Certificates with immediate seniority upon ten days’ written notice to the Certificates held by the purchasing Class G Trustee and each other Applicable Certificateholder. The purchase price with respect ; provided that (i) if prior to the Certificates of any series shall be equal to the Pool Balance of the Certificates end of such series, together with accrued and unpaid interest thereon ten-day period any other Applicable Certificateholder (other than the Company or any of its Affiliates) notifies such purchasing Applicable Certificateholder that such other Applicable Certificateholder (other than the Company or any of its Affiliates) wants to the date of participate in such purchase, without premiumthen such other Applicable Certificateholder may join with the purchasing Applicable Certificateholder to purchase all, but including any other amounts then due and payable to the Certificateholders under this Agreementnot less than all, any Intercreditor Agreement or any other Note Document or on or in respect of the Class G Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless pro rata based on the purchaser shall certify to Fractional Undivided Interest in the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of Applicable Trust held by each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Applicable Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if prior to the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates end of such series ten-day period any other Applicable Certificateholder fails to be issued notify the purchasing Applicable Certificateholder of such other Applicable Certificateholder’s desire to the purchaser participate in such denominations as it a purchase, then such other Applicable Certificateholder shall requestlose its right to purchase the Class G Certificates pursuant to this Section 5.01(a). All charges As used in this Section 5.01 and expenses elsewhere in connection with this Trust Supplement, the issuance of any terms “Class G Trust Agreement”, “Class G Certificateholder”, “Class G Trust” and “Class G Trustee” shall have the respective meanings assigned to such new Certificates shall be borne by terms in the purchaser thereofIntercreditor Agreement.

Purchase Rights of Certificateholders. (a) By acceptance of its Applicable Certificate, each Applicable Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Certificate Buyout Event, if any Additional Certificates are issued pursuant to the Additional Trust, each Additional Certificateholder (other than the Company or any of its Affiliates), shall have the right to purchase all, but not less than all, of the Applicable Certificates upon 15 days’ written notice to the Trustee and each other Additional Certificateholder, on the third Business Day next following the expiry of such 15-day notice period, provided that (A) if prior to the end of such 15-day period any other Additional Certificateholder (other than the Company or any of its Affiliates) notifies such purchasing Additional Certificateholder that such other Additional Certificateholder wants to participate in such purchase, then such other Additional Certificateholder (other than the Company or any of its Affiliates) may join with the purchasing Additional Certificateholder to purchase all, but not BACK less than all, of the Applicable Certificates pro rata based on the Fractional Undivided Interest in the Additional Trust held by each such Additional Certificateholder and (B) if prior to the end of such 15-day period any other Additional Certificateholder fails to notify the purchasing Additional Certificateholder of Certificates of such other Additional Certificateholder's desire to participate in such a series will have certain rightspurchase, the exercise of which will be specified in the applicable Trust Supplement, then such other Additional Certificateholder shall lose its right to purchase the class of Applicable Certificates with immediate seniority pursuant to the Certificates held by the purchasing Certificateholderthis Section 4.01(a). The purchase price with respect to the Applicable Certificates of any series shall be equal to the Pool Balance of the Certificates of such seriesApplicable Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Applicable Certificateholders under this the Agreement, any the Intercreditor Agreement, the Escrow Agreement or any other Note Document or on or in respect of the Certificates of such seriesApplicable Certificates; provided, however, that no such purchase of Applicable Certificates of such series shall be effective unless the purchaser purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser purchaser(s) is purchasing, (are) purchasing all of the Applicable Certificates pursuant to the terms of this the Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaserAgreement. Each payment of the purchase price of the Applicable Certificates of any series referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 4.01. Each Applicable Certificateholder of any series agrees by its acceptance of Certificates its Applicable Certificate that (at any time after the occurrence of such series that a Certificate Buyout Event) it will, upon payment from any such Certificateholders of Certificates with a lower seniority Additional Certificateholder(s) of the purchase price specified hereinset forth in the first sentence of this paragraph, (i) forthwith sell, assign, transfer and convey to the purchaser purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Applicable Certificateholder in this the Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents and all Applicable Certificates of such series and Escrow Receipts held by such Applicable Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) (and the purchaser shall assume all of such Applicable Certificateholder's obligations under this the Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility and Facility, the NPA, the Note DocumentsDocuments and all such Applicable Certificates and Escrow Receipts), (ii) if such purchase occurs after a record date specified in Section 2.03 of the Escrow Agreement relating to the distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related distribution date thereunder, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution, and (iii) if such purchase occurs after a Record Date relating to any distribution and prior to or on the related Distribution Date, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution. The Applicable Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Applicable Certificateholders to deliver any Applicable Certificates of such series and, upon such a purchase, (iI) the only rights of the Applicable Certificateholders will be to deliver the Applicable Certificates to the purchaser purchaser(s) and receive the purchase price for such Applicable Certificates of such series and (iiII) if the purchaser purchaser(s) shall so request, such Applicable Certificateholder will comply with all of the provisions of Section 3.04 hereof of the Basic Agreement to BACK enable new Applicable Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Applicable Certificates shall be borne by the purchaser thereof. As used in this Section 4.01 and elsewhere in this Trust Supplement, the terms “Additional Certificate”, “Additional Certificateholder”, “Additional Equipment Notes” and “Additional Trust” shall have the respective meanings assigned to such terms in the Intercreditor Agreement.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at any time after the occurrence and during the 42 36 continuation of a Triggering Event, each Class D Certificateholder shall have the right to purchase all, but not less than all, of the Certificates, the Class A Certificates and the Class B Certificates upon ten days' written notice to the Trustee, the Class A Trustee, the Class B Trustee and each other Class D Certificateholder, provided that (A) if prior to the end of such ten-day period any other Class D Certificateholder notifies such purchasing Class D Certificateholder that such other Class D Certificateholder wants to participate in such purchase, then such other Class D Certificateholder may join with the purchasing Class D Certificateholder to purchase all, but not less than all, of the Certificates, the Class A Certificates and the Class B Certificates pro rata based on the Fractional Undivided Interest in the Class D Trust held by each such Class D Certificateholder and (B) if prior to the end of such ten-day period any other Class D Certificateholder fails to notify the purchasing Class D Certificateholder of Certificates of such other Class D Certificateholder's desire to participate in such a series will have certain rightspurchase, the exercise of which will be specified in the applicable Trust Supplement, then such other Class D Certificateholder shall lose its right to purchase the class of Certificates with immediate seniority pursuant to the Certificates held by the purchasing Certificateholderthis Section 6.01(b). The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such seriesCertificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any the Intercreditor Agreement, the Escrow Agreement or any other Note Document or on or in respect of the Certificates of such seriesCertificates; provided, however, that (i) if such purchase occurs after the record date specified in Section 2.03(b) of the Escrow Agreement relating to the distribution of unused Deposits and accrued and unpaid interest thereunder, such purchase price shall be reduced by the aggregate amount of unused Deposits and interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date) and (ii) if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided further that no such purchase of Certificates of such series shall be effective unless the purchaser purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser purchaser(s) is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Other Agreements, the "Other Agreements")Certificates, the Class A Certificates of each such series that is and the Class B Certificates which are senior to the Certificates securities held by such purchaserpurchaser(s). Each payment of the purchase price of the Certificates of any series referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01(b). Each Certificateholder of any series agrees by its acceptance of Certificates of such series its Certificate that it will, subject to Section 3.04 of this Agreement, upon payment from any such Certificateholders of Certificates with a lower seniority Class D Certificateholder(s), as the case may be, of the purchase price specified hereinset forth in the first sentence of this paragraph, forthwith sell, assign, transfer and convey to the purchaser purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity FacilityFacilities, the 43 37 Note Documents and all Certificates of such series and Escrow Receipts held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility and Facilities, the Note DocumentsDocuments and all such Certificates and Escrow Receipts. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser purchaser(s) and receive the purchase price for such Certificates of such series and (ii) if the purchaser purchaser(s) shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof of this Agreement to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By If an Intercreditor Agreement is applicable, by acceptance of its Pass Through Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, with ten days' written notice to the Pass Through Trustee and each other Certificateholder of the same class, each Certificateholder of Pass Through Certificates of a series Series will have certain rights, the exercise of which will be specified in the applicable Trust Series Supplement, to purchase all, but not less than all, of the class of Pass Through Certificates with immediate seniority senior to the Pass Through Certificates held by the purchasing Certificateholder. The purchase price with respect to the Pass Through Certificates of any series shall be equal to the Pool Balance of the Pass Through Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Pass Through Agreement, any Intercreditor Agreement or any other Note Indenture Document or on or in respect of the Certificates Pass Through Certificate of such seriesSeries; provided, however, that no such purchase of Pass Through Certificates of such series Series shall be effective unless the purchaser shall certify to the Pass Through Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Pass Through Agreement and the other Agreements, if any, relating to Pass Through Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Pass Through Certificates of each such series that is senior to the Pass Through Certificates held by such purchaser. If prior to the end of the ten-day period, any other Certificateholder of the same class notifies the purchasing Certificateholder that the other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase the Pass Through Certificates pro rata based on the interest in the Pass Through Trust held by each Certificateholder. Each payment of the purchase price of the Pass Through Certificates of any series Series shall be made to an account or accounts designated by the Pass Through Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series Series agrees by its acceptance of Pass Through Certificates of such series Series that it will, upon payment from any such Certificateholders of Pass Through Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Pass Through Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Indenture Documents and all Pass Through Certificates of such series Series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Pass Through Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Indenture Documents. The Pass Through Certificates of such series Series will be deemed to be purchased on the date of payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver delivery any Pass Through Certificates of such series Series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Pass Through Certificates to the purchaser and receive the purchase price for such Pass Through Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 2.08 hereof to enable new Pass Through Certificates of such series Series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Pass Through Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "“Other Agreements"”), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is BACK with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's ’s obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereofPurchasing Certificateholder.

Purchase Rights of Certificateholders. By If an Intercreditor Agreement is applicable, by acceptance of its Pass Through Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, with ten days' written notice to the Pass Through Trustee and each other Certificateholder of the same class, each Certificateholder of Pass Through Certificates of a series Series will have certain rights, the exercise of which will be specified in the applicable Trust Series Supplement, to purchase all, but not less than all, of the class of Pass Through Certificates with immediate seniority senior to the Pass Through Certificates held by the purchasing Certificateholder. The purchase price with respect to the Pass Through Certificates of any series shall be equal to the Pool Balance of the Pass Through Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Indenture Document or on or in respect of the Certificates Pass Through Certificate of such seriesSeries; provided, however, that no such purchase of Pass Through Certificates of such series Series shall be effective unless the purchaser shall certify to the Pass Through Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Pass Through Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Pass Through Certificates of each such series that is senior to the Pass Through Certificates held by such purchaser. If prior to the end of the ten-day period, any other Certificateholder of the same class notifies the purchasing Certificateholder that the other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase the Pass Through Certificates pro rata based on the interest in the Pass Through Trust held by each Certificateholder. Each payment of the purchase price of the Pass Through Certificates of any series Series shall be made to an account or accounts designated by the Pass Through Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series Series agrees by its acceptance of Pass Through Certificates of such series Series that it will, upon payment from any such Certificateholders of Pass Through Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Indenture Documents and all Pass Through Certificates of such series Series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Indenture Documents. The Pass Through Certificates of such series Series will be deemed to be purchased on the date of payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver delivery any Pass Through Certificates of such series Series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Pass Through Certificates to the purchaser and receive the purchase price for such Pass Through Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 2.08 hereof to enable new Pass Through Certificates of such series Series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Pass Through Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "“Other Agreements"”), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's ’s obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such BACK denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereofPurchasing Certificateholder.

Purchase Rights of Certificateholders. (a) By acceptance of its Applicable Certificate, each Applicable Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Certificate Buyout Event, if any Additional Certificates are issued pursuant to the Additional Trust, each Additional Certificateholder (other than the Company or any of its Affiliates), shall have the right to purchase all, but not less than all, of the Applicable Certificates upon 15 days’ written notice to the Trustee and each other Additional Certificateholder, on the third Business Day next following the expiry of such 15-day notice period, provided that (A) if prior to the end of such 15-day period any other Additional Certificateholder (other than the Company or any of its Affiliates) notifies such purchasing Additional Certificateholder that such other Additional Certificateholder wants to participate in such purchase, then such other Additional Certificateholder (other than the Company or any of its Affiliates) may join with the purchasing Additional Certificateholder to purchase all, but not less than all, of the Applicable Certificates pro rata based on the Fractional Undivided Interest in the Additional Trust held by each such Additional Certificateholder and (B) if prior to the end of such 15-day period any other Additional Certificateholder fails to notify the purchasing Additional Certificateholder of Certificates of a series will have certain rightssuch other Additional Certificateholder’s desire to participate in such purchase, the exercise of which will be specified in the applicable Trust Supplement, then such other Additional Certificateholder shall lose its right to purchase the class of Applicable Certificates with immediate seniority pursuant to the Certificates held by the purchasing Certificateholderthis Section 4.01(a). The purchase price with respect to the Applicable Certificates of any series shall be equal to the Pool Balance of the Certificates of such seriesApplicable Certificates, together with accrued and unpaid interest thereon to the date of such purchase, [Trust Supplement No. 2009-1A-O] without premium, but including any other amounts then due and payable to the Applicable Certificateholders under this the Agreement, any the Intercreditor Agreement, the Escrow Agreement or any other Note Document or on or in respect of the Certificates of such seriesApplicable Certificates; provided, however, that no such purchase of Applicable Certificates of such series shall be effective unless the purchaser purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser purchaser(s) is purchasing(are) purchasing all of the Applicable Certificates, pursuant to the terms of this the Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaserAgreement. Each payment of the purchase price of the Applicable Certificates of any series referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 4.01. Each Applicable Certificateholder of any series agrees by its acceptance of Certificates its Applicable Certificate that (at any time after the occurrence of such series that a Certificate Buyout Event) it will, upon payment from any such Certificateholders of Certificates with a lower seniority Additional Certificateholder(s) of the purchase price specified hereinset forth in the first sentence of this paragraph, (i) forthwith sell, assign, transfer and convey to the purchaser purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Applicable Certificateholder in this the Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Note Purchase Agreement, the Note Documents and all Applicable Certificates of such series and Escrow Receipts held by such Applicable Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) (and the purchaser shall assume all of such Applicable Certificateholder's ’s obligations under this the Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility and Facility, the Note DocumentsPurchase Agreement, the Note Documents and all such Applicable Certificates and Escrow Receipts), (ii) if such purchase occurs after a record date specified in Section 2.03(a) of the Escrow Agreement relating to the distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related distribution date thereunder, forthwith turn over to the purchaser(s) of its Applicable Certificates all amounts, if any, received by it on account of such distribution, and (iii) if such purchase occurs after a Record Date relating to any distribution and prior to or on the related Distribution Date, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution. The Applicable Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Applicable Certificateholders to deliver any Applicable Certificates of such series and, upon such a purchase, (iI) the only rights of the Applicable Certificateholders will be to deliver the Applicable Certificates to the purchaser purchaser(s) and receive the purchase price for such Applicable Certificates of such series and (iiII) if the purchaser purchaser(s) shall so request, such Applicable Certificateholder will comply with all of the provisions of Section 3.04 hereof of the Basic Agreement to enable new Applicable Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Applicable Certificates shall be borne by the purchaser thereof.. As used in this Section 4.01 and elsewhere in this Trust Supplement, the terms “Additional Certificate”, “Additional Certificateholder”, “Additional Equipment Notes”, and “Additional Trust”, shall have the respective meanings assigned to such terms in the Intercreditor Agreement. [Trust Supplement No. 2009-1A-O]

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series "Potential Purchaser" and, collectively, the "Potential Purchasers") will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a "Purchasing Certificateholder" and, collectively, the "Purchasing Certificateholders") shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a "Selling Certificateholder" and, collectively, the "Selling Certificateholders") of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any 39 -33- Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereofPurchasing Certificateholder.

Purchase Rights of Certificateholders. (a) By acceptance of its Applicable Certificate, each Applicable Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Certificate Buyout Event, if any Additional Certificates are issued pursuant to the Additional Trust, each Additional Certificateholder (other than the Company or any of its Affiliates), shall have the right to purchase all, but not less than all, of the Applicable Certificates upon 15 days’ written notice to the Trustee and each other Additional Certificateholder, on the third Business Day next following the expiry of such 15-day notice period, provided that (A) if prior to the end of such 15-day period any other Additional Certificateholder (other than the Company or any of its Affiliates) notifies such purchasing Additional Certificateholder that such other Additional Certificateholder wants to participate in such purchase, then such other Additional Certificateholder (other than the Company or any of its Affiliates) may join with the purchasing Additional Certificateholder to purchase all, but not less than all, of the Applicable Certificates pro rata based on the Fractional Undivided Interest in the Additional Trust held by each such Additional Certificateholder and (B) if prior to the end of such 15-day period any other Additional Certificateholder fails to notify the purchasing Additional Certificateholder of Certificates of such other Additional Certificateholder's desire to participate in such a series will have certain rightspurchase, the exercise of which will be specified in the applicable Trust Supplement, then such other Additional Certificateholder shall lose its right to purchase the class of Applicable Certificates with immediate seniority pursuant to the Certificates held by the purchasing Certificateholderthis Section 4.01(a). The purchase price with respect to the Applicable Certificates of any series shall be equal to the Pool Balance of the Certificates of such seriesApplicable Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Applicable Certificateholders under this the Agreement, any the Intercreditor Agreement, the Escrow Agreement or any other Note Document or on or in respect of the Certificates of such seriesApplicable Certificates; provided, however, that no such purchase of Applicable Certificates of such series shall be effective unless the purchaser purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser purchaser(s) is purchasing, (are) purchasing all of the Applicable Certificates pursuant to the terms of this the Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaserAgreement. Each payment of the purchase price of the Applicable Certificates of any series referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 4.01. Each Applicable Certificateholder of any series agrees by its acceptance of Certificates its Applicable Certificate BACK that (at any time after the occurrence of such series that a Certificate Buyout Event) it will, upon payment from any such Certificateholders of Certificates with a lower seniority Additional Certificateholder(s) of the purchase price specified hereinset forth in the first sentence of this paragraph, (i) forthwith sell, assign, transfer and convey to the purchaser purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Applicable Certificateholder in this the Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents and all Applicable Certificates of such series and Escrow Receipts held by such Applicable Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) (and the purchaser shall assume all of such Applicable Certificateholder's obligations under this the Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility and Facility, the NPA, the Note DocumentsDocuments and all such Applicable Certificates and Escrow Receipts), (ii) if such purchase occurs after a record date specified in Section 2.03 of the Escrow Agreement relating to the distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related distribution date thereunder, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution, and (iii) if such purchase occurs after a Record Date relating to any distribution and prior to or on the related Distribution Date, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution. The Applicable Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Applicable Certificateholders to deliver any Applicable Certificates of such series and, upon such a purchase, (iI) the only rights of the Applicable Certificateholders will be to deliver the Applicable Certificates to the purchaser purchaser(s) and receive the purchase price for such Applicable Certificates of such series and (iiII) if the purchaser purchaser(s) shall so request, such Applicable Certificateholder will comply with all of the provisions of Section 3.04 hereof of the Basic Agreement to enable new Applicable Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Applicable Certificates shall be borne by the purchaser thereof. As used in this Section 4.01 and elsewhere in this Trust Supplement, the terms “Additional Certificate”, “Additional Certificateholder”, “Additional Equipment Notes” and “Additional Trust” shall have the respective meanings assigned to such terms in the Intercreditor Agreement.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder shall have the right (which shall not expire upon any purchase of the Class A Certificates pursuant to the Class B Trust Agreement or the purchase of a series will have certain rightsthe Class A Certificates and the Class B Certificates pursuant to the Class C Trust Agreement) to purchase all, but not less than all, of the Class A Certificates, the exercise Class B Certificates and the Class C Certificates upon ten days' written notice to the Class A Trustee, the Class B Trustee, the Class C Trustee and each other Certificateholder, provided that (A) if prior to the end of which will be specified such ten-day period any other Certificateholder notifies such purchasing Certificateholder that such other Certificateholder wants to participate in such 46 purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase all, but not less than all, of the Class A Certificates, the Class B Certificates and the Class C Certificates pro rata based on the Fractional Undivided Interest in the applicable Trust Supplementheld by each such Certificateholder and (B) if prior to the end of such ten-day period any other Certificateholder fails to notify the purchasing Certificateholder of such other Certificateholder's desire to participate in such a purchase, then such other Certificateholder shall lose its right to purchase the class of Class A Certificates, the Class B Certificates with immediate seniority and the Class C Certificates pursuant to the Certificates held by the purchasing Certificateholderthis Section 6.01(b). The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no No such purchase of Class A Certificates, the Class B Certificates of such series and the Class C Certificates shall be effective unless the purchaser purchaser(s) shall certify to the Trustee Other Trustees of each such Class that contemporaneously with such purchase, such purchaser purchaser(s) is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Other Pass Through Trust Agreements, the "Other Agreements")Class A Certificates, the Class B Certificates of each such series that is senior to and the Certificates held by such purchaserClass C Certificates. Each payment of the purchase price of the Certificates of any series as determined in the Other Pass Through Trust Agreement for such Class shall be made to an account or accounts designated by the Other Trustee under such Other Pass Through Trust Agreement and each such purchase shall be subject to the terms of this SectionSection 6.01(b). Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor AgreementThe Class A Certificates, the Liquidity Facility, the Note Documents and all Class B Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Class C Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Class A Certificateholders, the Class B Certificateholders or the Class C Certificateholders, as the case may be, to deliver any Certificates of such series Class (whether in the form of Definitive Certificates or beneficial interests in Global Certificates (as defined in the Other Pass Through Trust Agreement for such Class)) and, upon such a purchase, (i) the only rights of the Class A Certificateholders, the Class B Certificateholders or the Class C Certificateholders, as the case may be, will be to deliver the Class A Certificates, the Class B Certificates or the Class C Certificates, as the case may be, to the purchaser purchaser(s) and receive the purchase price for such Certificates of such series and (ii) if the purchaser purchaser(s) shall so request, such Certificateholder Class A Certificateholders, Class B Certificateholders or Class C Certificateholders, as the case may be, will comply with all of the provisions of Section 3.04 hereof of the Other Pass Through Trust Agreement for such Class to enable new Class A Certificates, Class B Certificates of such series or Class C Certificates, as the case may be, to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Class A Certificates, Class B Certificates or Class C Certificates, as the case may be, shall be borne by the purchaser thereof.. 47

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of a series will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, to purchase the class of Certificates with immediate seniority to the Certificates held by the purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a multiple series that are subject to the same Intercreditor Agreement (such other AgreementsAgreements as defined in the Trust Supplements establishing 38 32 such series, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of a series will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, to purchase the class of Certificates with immediate seniority to the Certificates held by the purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a multiple series that are subject to the same Intercreditor Agreement (such other AgreementsAgreements as defined in the Trust Supplements establishing such series, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. (a) By acceptance of its Applicable Certificate, each Applicable Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Certificate Buyout Event, if any Additional Certificates are issued pursuant to the Additional Trust, each Additional Certificateholder (other than the Company or any of its Affiliates), shall have the right to purchase all, but not less than all, of the Applicable Certificates upon 15 days’ written notice to the Trustee and each other Additional Certificateholder, on the third Business Day next following the expiry of such 15-day notice period, provided that (A) if prior to the end of such 15-day period any other Additional Certificateholder (other than the Company or any of its Affiliates) notifies such purchasing Additional Certificateholder that such other Additional Certificateholder wants to participate in such purchase, then such other Additional Certificateholder (other than the Company or any of its Affiliates) may join with the purchasing Additional Certificateholder to purchase all, but not less than all, of the Applicable Certificates pro rata based on the Fractional Undivided Interest in the Additional Trust held by each such Additional Certificateholder and (B) if prior to the end of such 15-day period any other Additional Certificateholder fails to notify the purchasing Additional Certificateholder of Certificates of a series will have certain rightssuch other Additional Certificateholder’s desire to participate in such purchase, the exercise of which will be specified in the applicable Trust Supplement, then such other Additional Certificateholder shall lose its right to purchase the class of Applicable Certificates with immediate seniority pursuant to the Certificates held by the purchasing Certificateholderthis Section 4.01(a). The purchase price with respect to the Applicable Certificates of any series shall be equal to the Pool Balance of the Certificates of such seriesApplicable Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Applicable Certificateholders under this the Agreement, any the Intercreditor Agreement, the Escrow Agreement or any other Note Document or on or in respect of the Certificates of such seriesApplicable Certificates; provided, however, that no such purchase of Applicable Certificates of such series shall be effective unless the purchaser purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser purchaser(s) is purchasing(are) purchasing all of the Applicable Certificates, pursuant to the terms of this the Agreement and the other Agreements, if any, relating to Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaserAgreement. Each payment of the purchase price of the Applicable Certificates of any series referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 4.01. Each Applicable Certificateholder of any series agrees by its acceptance of Certificates its Applicable Certificate that (at any time after the occurrence of such series that a Certificate Buyout Event) it will, upon payment from any such Certificateholders of Certificates with a lower seniority Additional Certificateholder(s) of the purchase price specified hereinset forth in the first sentence of this paragraph, (i) forthwith sell, assign, transfer and convey to the purchaser purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Applicable Certificateholder in this the Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the Note Purchase Agreement, the Note Documents and all Applicable Certificates of such series and Escrow Receipts held by such Applicable Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) (and the purchaser shall assume all of such Applicable Certificateholder's ’s obligations under this the Agreement, any the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility and Facility, the Note DocumentsPurchase Agreement, the Note Documents and all such Applicable Certificates and Escrow Receipts), (ii) if such purchase occurs after a record date specified in Section 2.03(a) of the Escrow Agreement relating to the distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related distribution date thereunder, forthwith turn over to the purchaser(s) of its Applicable Certificates all amounts, if any, received by it on account of such distribution, and (iii) if such purchase occurs after a Record Date relating to any distribution and prior to or on the related Distribution Date, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution. The Applicable Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Applicable Certificateholders to deliver any Applicable Certificates of such series and, upon such a purchase, (iI) the only rights of the Applicable Certificateholders will be to deliver the Applicable Certificates to the purchaser purchaser(s) and receive the purchase price for such Applicable Certificates of such series and (iiII) if the purchaser purchaser(s) shall so request, such Applicable Certificateholder will comply with all of the provisions of Section 3.04 hereof of the Basic Agreement to enable new Applicable Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Applicable Certificates shall be borne by the purchaser thereof. As used in this Section 4.01 and elsewhere in this Trust Supplement, the terms “Additional Certificate”, “Additional Certificateholder”, “Additional Equipment Notes”, and “Additional Trust”, shall have the respective meanings assigned to such terms in the Intercreditor Agreement.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series "Potential Purchaser" and, collectively, the "Potential Purchasers") will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a "Purchasing Certificateholder" and, collectively, the "Purchasing Certificateholders") shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a "Selling Certificateholder" and, collectively, the "Selling Certificateholders") of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Trig- xxxxxx Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereofPurchasing Certificateholder.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of a series will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, to purchase the class of Certificates with immediate seniority to the Certificates held by the purchasing Certificateholder. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, however, that no such purchase of Certificates of such series shall be effective unless the purchaser shall certify to the Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Certificates of a multiple series that are subject to the same Intercreditor Agreement (such other AgreementsAgreements as defined in the Trust Supplements establishing such series, the "Other Agreements"), the Certificates of each such series that is senior to the Certificates held by such purchaser. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall 37 31 be subject to the terms of this Section. Each Certificateholder of any series agrees by its acceptance of Certificates of such series that it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Documents and all Certificates of such series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Certificates to the purchaser and receive the purchase price for such Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, [Pass Through Trust Agreement] however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "“Other Agreements"”), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's ’s obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereofPurchasing Certificateholder.

Purchase Rights of Certificateholders. By If an Intercreditor Agreement is applicable, by acceptance of its Pass Through Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, with ten days' written notice to the Pass Through Trustee and each other Certificateholder of the same class, each Certificateholder of Pass Through Certificates of a series Series will have certain rights, the exercise of which will be specified in the applicable Trust Series Supplement, to purchase all, but not less than all, of the class of Pass Through Certificates with immediate seniority senior to the Pass Through Certificates held by the purchasing Certificateholder. The purchase price with respect to the Pass Through Certificates of any series shall be equal to the Pool Balance of the Pass Through Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Pass Through Agreement, any Intercreditor Agreement or any other Note Indenture Document or on or in respect of the Certificates Pass Through Certificate of such seriesSeries; provided, however, that no such purchase of Pass Through Certificates of such series Series shall be effective unless the purchaser shall certify to the Pass Through Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Pass Through Agreement and the other Agreements, if any, relating to Pass Through Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Pass Through Certificates of each such series that is senior to the Pass Through Certificates held by such purchaser. If prior to the end of the ten-day period, any other Certificateholder of the same class notifies the purchasing Certificateholder that the other Certificateholder wants to participate in such purchase, then such other Certificateholder may join with the purchasing Certificateholder to purchase the Pass Through Certificates pro rata based on the interest in the Pass Through Trust held by each Certificateholder. Each payment of the purchase price of the Pass Through Certificates of any series Series shall be made to an account or accounts designated by the Pass Through Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series Series agrees by its acceptance of Pass Through Certificates of such series Series that it will, upon payment from any such Certificateholders of Pass Through Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Pass Through Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Indenture Documents and all Pass Through Certificates of such series Series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Pass Through Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Indenture Documents. The Pass Through Certificates of such series Series will be deemed to be purchased on the date of payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver any Pass Through Certificates of such series Series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Pass Through Certificates to the purchaser and receive the purchase price for such Pass Through Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 2.08 hereof to enable new Pass Through Certificates of such series Series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Pass Through Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By If an Intercreditor Agreement is applicable, by acceptance of its Pass Through Certificate, each Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Pass Through Certificates of a series Series will have certain rights, the exercise of which will be specified in the applicable Trust Series Supplement, to purchase the class of Pass Through Certificates with immediate seniority senior to the Pass Through Certificates held by the purchasing Certificateholder. The purchase price with respect to the Pass Through Certificates of any series shall be equal to the Pool Balance of the Pass Through Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders under this Agreement, any Intercreditor Agreement or any other Note Indenture Document or on or in respect of the Certificates Pass Through Certificate of such seriesSeries; provided, however, that no such purchase of Pass Through Certificates of such series Series shall be effective unless the purchaser shall certify to the Pass Through Trustee that contemporaneously with such purchase, such purchaser is purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to Pass Through Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "Other Agreements"), the Pass Through Certificates of each such series that is senior to the Pass Through Certificates held by such purchaser. Each payment of the purchase price of the Pass Through Certificates of any series Series shall be made to an account or accounts designated by the Pass Through Trustee and each such purchase shall be subject to the terms of this Section. Each Certificateholder of any series Series agrees by its acceptance of Pass Through Certificates of such series Series that it will, upon payment from any such Certificateholders of Pass Through Certificates with a lower seniority of the purchase price specified herein, forthwith sell, assign, transfer and convey to the purchaser thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Certificateholder in this Agreement, any Intercreditor Agreement, the Liquidity Facility, the Note Indenture Documents and all Pass Through Certificates of such series Series held by such Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificateholder's obligations under this Agreement, any Intercreditor Agreement, the Liquidity Facility and the Note Indenture Documents. The Pass Through Certificates of such series Series will be deemed to be purchased on the date of payment of the purchase price is made notwithstanding the failure of the Certificateholders to deliver delivery any Pass Through Certificates of such series Series and, upon such a purchase, (i) the only rights of the Certificateholders will be to deliver the Pass Through Certificates to the purchaser and receive the purchase price for such Pass Through Certificates of such series and (ii) if the purchaser shall so request, such Certificateholder will comply with all of the provisions of Section 3.04 2.08 hereof to enable new Pass Through Certificates of such series Series to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Pass Through Certificates shall be borne by the purchaser thereof.

Purchase Rights of Certificateholders. By acceptance of its Certificate, each Certificateholder agrees that at At any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a series “Potential Purchaser” and, collectively, the “Potential Purchasers”) will have certain rights, the exercise of which will be specified in the applicable Trust Supplement, rights to purchase the class Certificates of Certificates with immediate seniority one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by the purchasing Certificateholdersuch Potential Purchaser. The purchase price with respect to the Certificates of any series shall be equal to the Pool Balance of the Certificates of such series, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Certificateholders of such series under this Agreement, any related Intercreditor Agreement or any other Note Document or on or in respect of the Certificates of such series; provided, [Pass Through Trust Agreement] however, that if such purchase occurs after a Record Date, such purchase price shall be reduced by the amount to be distributed hereunder on the related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by, the Certificateholder as of such Record Date); provided, further, that no such purchase of Certificates of such series shall be effective unless the purchaser purchasing Certificateholder (each, a “Purchasing Certificateholder” and, collectively, the “Purchasing Certificateholders”) shall certify to the Trustee that contemporaneously with such purchase, such purchaser is one or more Purchasing Certificateholders are purchasing, pursuant to the terms of this Agreement and the other Agreements, if any, relating to the Certificates of a series that are subject to the same Intercreditor Agreement (such other Agreements, the "“Other Agreements"”), the Certificates of each such series that is senior the Trust Supplement applicable to the Certificates held by the Purchasing Certificateholder specifies may be purchased by such purchaserPurchasing Certificateholder. Each payment of the purchase price of the Certificates of any series shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this SectionSection 6.01. Each Certificateholder of any series agrees by its By acceptance of Certificates its Certificate, each Certificateholder (each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of such a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment from any such Certificateholders of Certificates with a lower seniority of the purchase price specified hereinherein by one or more Purchasing Certificateholders, forthwith sell, assign, transfer and convey to the purchaser thereof such Purchasing Certificateholder (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, the related Liquidity Facility, the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser Purchasing Certificateholder shall assume all of such Selling Certificateholder's ’s obligations under this Agreement, any related Intercreditor Agreement, the related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Certificateholders any Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the purchaser Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the purchaser Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new Certificates of such series to be issued to the purchaser Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the purchaser thereof.Purchasing Certificateholder. [Pass Through Trust Agreement]