Common use of Optional Disposition of All Receivables Clause in Contracts

Optional Disposition of All Receivables. On any Payment Date (after giving effect to any payments to be made on such Payment Date) on which the Note Balances will be equal to or less than 10% of the Initial Note Balances, the Servicer shall have the option to cause the Owner Trustee to sell (to the Servicer or any other person designated by the Servicer) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon), (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstanding, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture and the Insurance Agreement. Any such purchase will be effective as of the end of the Collection Period which relates to the Payment Date on which the repurchase occurs. The proceeds of such sale will be deposited into the Collection Account for distribution to the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection with such disposition, the Servicer is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances as of the related Payment Date will be less than or equal to 10% of the Initial Note Balances. The Servicer shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m., New York City time, on the Payment Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On the last day of any Payment Collection Period following which (i) the Notional Principal Amount has been reduced to zero, and (ii) the Certificate Balance as of the related Distribution Date (after giving effect to any payments to be made on such Payment Date) on which the Note Balances will be is less than or equal to or less than 10% of the Initial Note BalancesOriginal Pool Balance, the Servicer holder of the Class IC Certificate shall have the option to cause the Owner Trustee to sell (to the Servicer Class IC Certificateholder or any other person designated by the Servicerperson) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than (i) the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon)Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingNote Rate, and (z) all amounts due and owing to the Insurer Surety Bond Issuer under this Agreement, the Indenture Agreement and the Insurance Agreement. Any such purchase will be effective as of Agreement minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Certificate Account for distribution to the Indenture Trustee Certificateholders (and, to the extent applicable, the InsurerSurety Bond Issuer) on the next succeeding Payment Distribution Date. In connection with such disposition, the Servicer Class IC Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances as fair market value of the related Payment Date will outstanding Receivables for purposes of this Section 16.02 shall be less than or an amount equal to 10% the average of the Initial Note Balances. The Servicer shall notify the Owner Trustee in writing on or before the Determination Date if bid prices for such assets taken as a whole, provided to the Servicer intends by two independent, nationally recognized dealers in automobile loans substantially similar to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02Receivables. Such price shall be deposited to the Collection Certificate Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Distribution Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On the last day of any Payment Date (after giving effect to any payments to be made on such Payment Date) Collection Period on which the Note Balances will be Pool Balance is equal to or less than 10% of the Initial Note BalancesOriginal Pool Balance, the Servicer shall have the option to cause the Owner Trustee to sell (to the Servicer or any other person designated by the Servicer) the corpus of the Trust at a price (the "Optional TRUST AND SERVICING AGREEMENT Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances principal balance of the Notes (including any overdue principal or interest thereon), (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingContract Rate, and (z) all amounts due and owing to the Insurer under this AgreementServicer, the Back-up Servicer, the Standby Servicer, the Indenture Trustee, the Owner Trustee and the Insurance Agreement. Any such purchase will be effective as of Insurer minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Account for distribution to the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection Date in accordance with such disposition, the Servicer is required to pay any unpaid fees and expenses Article VIII of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this AgreementIndenture. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances Pool Balance as of the end of the related Payment Date Collection Period will be less than or equal to 10% of the Initial Note BalancesOriginal Pool Balance. The Servicer shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.0215.02. Such price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Date and, upon notice to the Owner Trustee and the Indenture Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate Notes and the Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof. The fair market value of the outstanding Receivables for purposes of this Section 15.02 shall be an amount equal to the average of the bid prices for such assets taken as a whole, provided to the Servicer by two independent, nationally recognized dealers in automobile loans substantially similar to the Receivables.

Optional Disposition of All Receivables. On any Payment Date (after giving effect to any payments to be made on such Payment Date) on which the Note Balances will be equal to or less than 10% of the Initial Note Balances, the Servicer shall have the option to cause the Owner Trustee to sell (to the Servicer or any other person designated by the Servicer) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon), (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstanding, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture and the Insurance Agreement. Any such purchase will be effective as of the end of the Collection Period to which relates to the Payment Date on which the repurchase occurs. The proceeds of such sale will be deposited into the Collection Account for distribution to the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection with such disposition, the Servicer is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances as of the related Payment Date will be less than or equal to 10% of the Initial Note Balances. The Servicer shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m., New York City time, on the Payment Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On any Payment Date (after giving effect to any payments to be made on such Payment Date) on which the Note Balances aggregate Principal Balance of the Receivables will be equal to or less than 1015% of the Initial Note BalancesOriginal Pool Balance, the Servicer shall have the option to cause the Owner Trustee to sell (to the Servicer or any other person designated by the Servicer) the corpus of the Trust at a price (the "Optional Disposition Redemption Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon), (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstanding, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture and the Insurance Agreement. Any such purchase will be effective as of the end of the Collection Period which relates to the Payment Date on which the repurchase occurs. The proceeds of such sale will be deposited into the Collection Account for distribution to in accordance with Section 8.05 of the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection with such disposition, the Servicer is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances aggregate Principal Balance as of the related Payment Date (after giving effect to any payments to be made on such Payment Date) will be less than or equal to 1015% of the Initial Note BalancesOriginal Pool Balance. The Servicer shall notify the Owner Trustee and the Indenture Trustee in writing on or before the applicable Determination Date if the Servicer intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price Redemption Price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m., New York City time, on the Payment Date and, upon notice to the Owner Trustee and the Indenture Trustee of such deposit, whereupon the Owner Trustee shall transfer Notes, the Receivables Residual Interest and the Receivable Files to the purchaser, whereupon the Certificate Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof. The fair market value of the outstanding Receivables for purposes of this Section 16.02 shall be an amount equal to the average of the bid prices for such assets taken as a whole, provided to the Servicer by two independent, nationally recognized dealers in automobile loans substantially similar to the Receivables.

Optional Disposition of All Receivables. On the last day of any Payment Date (after giving effect to any payments to be made on such Payment Date) Collection Period on which the Note Balances will be Pool Balance is equal to or less than 10% of the Initial Note BalancesOriginal Pool Balance, any Certificateholders owning a majority of interest in the Servicer outstanding Certificates shall have the option to cause the Owner Trustee to sell (to the Servicer Certificateholders or any other person designated by the Servicersuch Certificateholders) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances principal balance of the Notes (including any overdue principal or interest thereon), (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingContract Rate, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture and the Insurance Agreement. Any such purchase will be effective as of Agreement minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Account for distribution to the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection with such disposition, the Servicer Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee Certificateholder on or before the Determination Date if the Note Balances Pool Balance as of the end of the related Payment Date Collection Period will be less than or equal to 10% of the Initial Note BalancesOriginal Pool Balance. The Servicer Certificateholder shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer Certificateholder intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On the last day of any Payment Date Collection Period following which (after giving effect i) the Notional Principal Amount will have been reduced to any payments to be made zero on such Payment or before the related Distribution Date, and (ii) on which the Note Balances will be Pool Balance is equal to or less than 10% of the Initial Note BalancesCertificate Balance, the Servicer holder of the Class IC Certificate shall have the option to cause the Owner Trustee to sell (to the Servicer Class IC Certificateholder or any other person designated by the Servicerperson) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than (i) the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon)Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingNote Rate, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture Agreement and the Insurance Agreement. Any such purchase will be effective as of Agreement minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Certificate Account for distribution to the Indenture Trustee Certificateholders (and, to the extent applicable, the Insurer) on the next succeeding Payment Distribution Date. In connection with such disposition, the Servicer Class IC Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee Class IC Certificateholder on or before the Determination Date if the Note Balances Pool Balance as of the end of the related Payment Date Collection Period will be less than or equal to 10% of the Initial Note BalancesOriginal Certificate Balance. The Servicer Class IC Certificateholder shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer Class IC Certificateholder intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price shall be deposited to the Collection Certificate Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Distribution Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On any Payment Date (after giving effect to any payments to be made on such Payment Date) on which the Note Balances will be equal to or less than 10% of the Initial Note Balances, the Servicer Certificateholder shall have the option to cause the Owner Trustee to sell (to the Servicer Certificateholder or any other person designated by the ServicerCertificateholder) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon), (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstanding, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture and the Insurance Agreement. Any such purchase will be effective as of the end of the Collection Period to which relates to the Payment Date on which the repurchase occurs. The proceeds of such sale will be deposited into the Collection Account for distribution to the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection with such disposition, the Servicer Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee, the Indenture Trustee and the Indenture Trustee Certificateholder on or before the Determination Date if the Note Balances as of the related Payment Date will be less than or equal to 10% of the Initial Note Balances. The Servicer Certificateholder shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer Certificateholder intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On the last day of any Payment Date Collection Period following which (after giving effect i) the Notional Principal Amount will have been reduced to any payments to be made zero on such Payment or before the related Distribution Date, and (ii) on which the Note Balances will be Pool Balance is equal to or less than 10% of the Initial Note BalancesCertificate Balance, the Servicer holder of the Class IC Certificate shall have the option to cause the Owner Trustee to sell (to the Servicer Class IC Certificateholder or any other person designated by the Servicerperson) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon)Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingNote Rate, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture Agreement and the Insurance Agreement. Any such purchase will be effective as of Agreement minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Certificate Account for distribution to the Indenture Trustee Certificateholders (and, to the extent applicable, the Insurer) on the next succeeding Payment Distribution Date. In connection with such disposition, the Servicer Class IC Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee Class IC Certificateholder on or before the Determination Date if the Note Balances Pool Balance as of the end of the related Payment Date Collection Period will be less than or equal to 10% of the Initial Note BalancesCertificate Balance. The Servicer Class IC Certificateholder shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer Class IC Certificateholder intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price shall be deposited to the Collection Certificate Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Distribution Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On the last day of any Payment Collection Period following which (i) the Notional Principal Amount has been reduced to zero, and (ii) the Certificate Balance as of the related Distribution Date (after giving effect to any payments to be made on such Payment Date) on which the Note Balances will be is less than or equal to or less than 10% of the Initial Note BalancesOriginal Pool Balance, the Servicer holder of the Class IC Certificate shall have the option to cause the Owner Trustee to sell (to the Servicer Class IC Certificateholder or any other person designated by the Servicerperson) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than (i) the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon)Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingNote Rate, and (z) all amounts due and owing to the Insurer Surety Bond Issuer under this Agreement, the Indenture Agreement and the Insurance Agreement. Any such purchase will be effective as of Agreement minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Account Certificate Amount for distribution to the Indenture Trustee Certificateholders (and, to the extent applicable, the InsurerSurety Bond Issuer) on the next succeeding Payment Distribution Date. In connection with such disposition, the Servicer Class IC Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances as fair market value of the related Payment Date will outstanding Receivables for purposes of this Section 16.02 shall be less than or an amount equal to 10% the average of the Initial Note Balances. The Servicer shall notify the Owner Trustee in writing on or before the Determination Date if bid prices for such assets taken as a whole, provided to the Servicer intends by two independent, nationally recognized dealers in automobile loans substantially similar to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02Receivables. Such price shall be deposited to the Collection Certificate Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Distribution Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On any Payment Date (after giving effect to any payments to be made on such Payment Date) on which (i) the Note Balances Notional Principal Amount has been reduced to zero and (ii) the aggregate Principal Balance of the Receivables will be equal to or less than 10% of the Initial Note BalancesOriginal Pool Balance, the Servicer shall have the option to cause the Owner Trustee to sell (to the Servicer or any other person designated by the Servicer) the corpus of the Trust at a price (the "Optional Disposition Redemption Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon), (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstanding, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture and the Insurance Agreement. Any such purchase will be effective as of the end of the Collection Period which relates to the Payment Date on which the repurchase occurs. The proceeds of such sale will be deposited into the Collection Account for distribution to the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection with such disposition, the Servicer is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances aggregate Principal Balance as of the related Payment Date (after giving effect to any payments to be made on such Payment Date) will be less than or equal to 10% of the Initial Note BalancesOriginal Pool Balance. The Servicer shall notify the Owner Trustee and the Indenture Trustee in writing on or before the Determination Date if the Servicer intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price Redemption Price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m., New York City time, on the Payment Date and, upon notice to the Owner Trustee and the Indenture Trustee of such deposit, whereupon the Owner Trustee shall transfer the Receivables Notes and the Receivable Files to the purchaser, whereupon the Certificate shall no longer evidence any right or interest in the Receivables or any proceeds thereof.. The fair market value of the outstanding Receivables for purposes of this Section 16.02 shall be an amount equal to the average of the bid prices for such assets taken as a whole, provided to the Servicer by two independent, nationally recognized dealers in automobile loans substantially similar to the Receivables. TRUST AND SERVICING AGREEMENT 103

Optional Disposition of All Receivables. On any Payment Date (after giving effect to any payments to be made on such Payment Date) on which (i) the Note Balances Notional Principal Amount has been reduced to zero and (ii) the aggregate Principal Balance of the Receivables will be equal to or less than 1015% of the Initial Note BalancesOriginal Pool Balance, the Servicer shall have the option to cause the Owner Trustee to sell (to the Servicer or any other person designated by the Servicer) the corpus of the Trust at a price (the "Optional Disposition Redemption Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon), (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstanding, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture and the Insurance Agreement. Any such purchase will be effective as of the end of the Collection Period which relates to the Payment Date on which the repurchase occurs. The proceeds of such sale will be deposited into the Collection Account for distribution to the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection with such disposition, the Servicer is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances aggregate Principal Balance as of the related Payment Date (after giving effect to any payments to be made on such Payment Date) will be less than or equal to 1015% of the Initial Note BalancesOriginal Pool Balance. The Servicer shall notify the Owner Trustee and the Indenture Trustee in writing on or before the applicable Determination Date if the Servicer intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price Redemption Price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m., New York City time, on the Payment Date and, upon notice to the Owner Trustee and the Indenture Trustee of such deposit, whereupon the Owner Trustee shall transfer the Receivables Notes and the Receivable Files to the purchaser, whereupon the Certificate shall no longer evidence any right or interest in the Receivables or any proceeds thereof.. The fair market value of the outstanding Receivables for purposes of this Section 16.02 shall be an amount equal to the average of the bid prices for such assets taken as a whole, provided to the Servicer by two independent, nationally recognized dealers in automobile loans substantially similar to the Receivables. Trust and Servicing Agreement 100

Optional Disposition of All Receivables. On the last day of any Payment Date Collection Period following which (after giving effect i) the Notional Principal Amount will have been reduced to any payments to be made zero on such Payment or before the related Distribution Date, and (ii) on which the Note Balances will be Pool Balance is equal to or less than 10% of the Initial Note BalancesCertificate Balance, the Servicer holder of the Class IC Certificate shall have the option to cause the Owner Trustee to sell (to the Servicer Class IC Certificateholder or any other person designated by the Servicerperson) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon)Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingNote Rate, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture Agreement and the Insurance Agreement. Any such purchase will be effective as of Agreement minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Certificate Account for distribution to the Indenture Trustee Certificateholders (and, to the extent applicable, the Insurer) on the next succeeding Payment Distribution Date. In connection with such disposition, the Servicer Class IC Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee Class IC Certificateholder on or before the Determination Date if the Note Balances Pool Balance as of the end of the related Payment Date Collection Period will be less than or equal to 10% of the Initial Note BalancesOriginal Certificate Balance. The Servicer Class IC Certificateholder shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer Class IC Certificateholder intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price shall be deposited to the Collection Certificate Account in immediately available funds by 11:00 a.m., New York City time, on the Payment Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate shall no longer evidence any right or interest in the Receivables or any proceeds thereof.funds

Optional Disposition of All Receivables. On the last day of any Payment Collection Period following which (i) the Notional Principal Amount has been reduced to zero, and (ii) the Certificate Balance as of the related Distribution Date (after giving effect to any payments to be made on such Payment Date) on which the Note Balances will be is less than or equal to or less than 10% of the Initial Note BalancesOriginal Pool Balance, the Servicer holder of the Class IC Certificate shall have the option to cause the Owner Trustee to sell (to the Servicer Class IC Certificateholder or any other person designated by the Servicerperson) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than (i) the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon)Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingNote Rate, and (z) all amounts due and owing to the Insurer Surety Bond Issuer under this Agreement, the Indenture Agreement and the Insurance Agreement. Any such purchase will be effective as of Agreement minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Certificate Account for distribution to the Indenture Trustee Certificateholders (and, to the extent applicable, the InsurerSurety Bond Issuer) on the next succeeding Payment Distribution Date. In connection with such disposition, the Servicer Class IC Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances as fair market value of the related Payment Date will outstanding Receivables for purposes of this Section 16.02 shall be less than or an amount equal to 10% the average of the Initial Note Balances. The Servicer shall notify the Owner Trustee in writing on or before the Determination Date if bid prices for such assets taken as a whole, provided to the Servicer intends by two independent, nationally recognized dealers in automobile loans substantially similar to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02Receivables. Such price shall be deposited to the Collection Certificate Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Distribution Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof. proceed to consummate the sale, liquidation or disposition of the Receivables as provided above with the highest bidder for the Receivables. The Servicer shall be permitted to bid for the Receivables. The Trustee may obtain a prior determination from trustee-in-bankruptcy that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.04 and this Section 16.03 shall not be deemed to be mutually exclusive. Following the sale, disposition or liquidation of the Receivables in a commercially reasonable manner, the Trustee shall wind up the affairs of the Trust and terminate the Trust in accordance with Section 16.01.

Optional Disposition of All Receivables. On the last day of any Payment Date (after giving effect to any payments to be made on such Payment Date) on Collection Period following which the Note Balances will be Pool Balance is equal to or less than 10% of the Initial Note BalancesCertificate Balance, the Servicer holder of the Class IC Certificate shall have the option to cause the Owner Trustee to sell (to the Servicer Class IC Certificateholder or any other person designated by the Servicerperson) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon)Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingNote Rate, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture Agreement and the Insurance Agreement. Any such purchase will be effective as of Agreement minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Certificate Account for distribution to the Indenture Trustee Certificateholders (and, to the extent applicable, the Insurer) on the next succeeding Payment Distribution Date. In connection with such disposition, the Servicer Class IC Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee Class IC Certificateholder on or before the Determination Date if the Note Balances Pool Balance as of the end of the related Payment Date Collection Period will be less than or equal to 10% of the Initial Note BalancesOriginal Certificate Balance. The Servicer Class IC Certificateholder shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer Class IC Certificateholder intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price shall be deposited to the Collection Certificate Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Distribution Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On any Payment Date (after giving effect to any payments to be made on such Payment Date) on which (i) the Note Balances Notional Principal Amount has been reduced to zero and (ii) the aggregate Principal Balance of the Receivables will be equal to or less than 10% of the Initial Note BalancesOriginal Pool Balance, the Servicer shall have the option to cause the Owner Trustee to sell (to the Servicer or any other person designated by the Servicer) the corpus of the Trust at a price (the "Optional Disposition Redemption Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon), (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstanding, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture and the Insurance Agreement. Any such purchase will be effective as of the end of the Collection Period which relates to the Payment Date on which the repurchase occurs. The proceeds of such sale will be deposited into the Collection Account for distribution to the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection with such disposition, the Servicer is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances aggregate Principal Balance as of the related Payment Date (after giving effect to any payments to be made on such Payment Date) will be less than or equal to 10% of the Initial Note BalancesOriginal Pool Balance. The Servicer shall notify the Owner Trustee and the Indenture Trustee in writing on or before the Determination Date if the Servicer intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price Redemption Price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m., New York City time, on the Payment Date and, upon notice to the Owner Trustee and the Indenture Trustee of such deposit, whereupon the Owner Trustee shall transfer the Receivables Notes and the Receivable Files to the purchaser, whereupon the Certificate shall no longer evidence any right or interest in the Receivables or any proceeds thereof. The fair market value of the outstanding Receivables for purposes of this Section 16.02 shall be an amount equal to the average of the bid prices for such assets taken as a whole, provided to the Servicer by two independent, nationally recognized dealers in automobile loans substantially similar to the Receivables.

Optional Disposition of All Receivables. On any Payment Date (after giving effect to any payments to be made on such Payment Date) on which the Note Balances will be equal to or less than 10% of the Initial Note Balances, the Servicer shall have the option to cause the Owner Trustee to sell (to the Servicer or any other person designated by the Servicer) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (xi) 100% of the outstanding Note Balances (including any overdue principal or interest thereon), (yii) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstanding, and (ziii) all amounts due and owing to the Insurer under this Agreement, the Indenture and the Insurance Agreement. Any such purchase will be effective as of the end of the Collection Period which relates to the Payment Date on which the repurchase occurs. The proceeds of such sale will be deposited into the Collection Account for distribution to the Indenture Trustee (and, to the extent applicable, the Insurer) on the next succeeding Payment Date. In connection with such disposition, the Servicer is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee on or before the Determination Date if the Note Balances as of the related Payment Date will be less than or equal to 10% of the Initial Note Balances. The Servicer shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.0215.02. Such price shall be deposited to the Collection Account in immediately available funds by 11:00 a.m., New York City time, on the Payment Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate shall no longer evidence any right or interest in the Receivables or any proceeds thereof.

Optional Disposition of All Receivables. On the last day of any Payment Date (after giving effect to any payments to be made on such Payment Date) on Collection Period following which the Note Balances will be Pool Balance is equal to or less than 10% of the Initial Note BalancesCertificate Balance, the Servicer holder of the Class IC Certificate shall have the option to cause the Owner Trustee to sell (to the Servicer Class IC Certificateholder or any other person designated by the Servicerperson) the corpus of the Trust at a price (the "Optional Disposition Price") equal to the fair market value of the Receivables, but not less than the sum of (x) 100% of the outstanding Note Balances (including any overdue principal or interest thereon)Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average interest rate applicable to the Notes then outstandingNote Rate, and (z) all amounts due and owing to the Insurer under this Agreement, the Indenture Agreement and the Insurance Agreement. Any such purchase will be effective as of Agreement minus any amounts representing payments received on the end of the Collection Period which relates Receivables not yet applied to the Payment Date on which interest related thereto or to reduce the repurchase occursprincipal balance thereof. The proceeds of such sale will be deposited into the Collection Certificate Account for distribution to the Indenture Trustee Certificateholders (and, to the extent applicable, the Insurer) on the next succeeding Payment Distribution Date. In connection with such disposition, the Servicer Class IC Certificateholder is required to pay any unpaid fees and expenses of the Owner Trustee and the Indenture Trustee that it would otherwise have been entitled to pursuant to this Agreement. The Servicer shall notify the Owner Trustee and the Indenture Trustee Class IC Certificateholder on or before the Determination Date if the Note Balances Pool Balance as of the end of the related Payment Date Collection Period will be less than or equal to 10% of the Initial Note BalancesCertificate Balance. The Servicer Class IC Certificateholder shall notify the Owner Trustee in writing on or before the Determination Date if the Servicer Class IC Certificateholder intends to exercise its option to purchase the corpus of the Trust pursuant to this Section 16.02. Such price shall be deposited to the Collection Certificate Account in immediately available funds by 11:00 a.m.12:00 noon, New York City time, on the Payment Distribution Date and, upon notice to the Owner Trustee of such deposit, the Owner Trustee shall transfer the Receivables and the Receivable Files to the purchaser, whereupon the Certificate Certificates shall no longer evidence any right or interest in the Receivables or any proceeds thereof.