Common use of Optional Purchase of All Receivables Clause in Contracts

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Date, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Date, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence sentence, together with any other funds in the Deposit Account Account, is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.05 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Trust Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period On each Determination Date as of which the then outstanding Pool Balance is with respect to the related Distribution Date will be equal to or less than 10% or less of the Original Initial Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateBalance, the Servicer shall have the option to purchase the Owner Trust EstateReceivables. If the Servicer shall elect not to exercise such option, other than a Certificateholder evidencing 100% of the Deposit Accountpercentage interests in the Certificates shall have the option to purchase the Receivables; provided, however, that, unless Moody's agrees otherwiseprovided that such Certificateholder shall not be the Seller, the Servicer may not effect Depositor or any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyanceAffiliate thereof. To exercise such option, the Servicer or the Certificateholder, shall deposit pursuant to Section 5.04 in the Deposit Collection Account on the Business Day prior to the Redemption Date, an amount equal to the lesser of (i) the fair market value of the Receivables and (ii) aggregate Purchase Repurchase Amount for the Receivables (including defaulted Receivables), plus Receivables that became Defaulted Receivables during the appraised value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, related Collection Period) and shall succeed to all interests in and to the Trust. Notwithstanding the foregoingReceivables; provided, however, that in order for the Servicer shall not be permitted or such Certificateholder to exercise such option unless the amount deposited into the Collection Account shall be sufficient to be deposited in pay the Deposit Account pursuant full amount of principal and interest then due and payable on any Outstanding Notes and to pay any amounts due to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes Indenture Trustee and the Certificate Balance Owner Trustee; and provided further, that the Certificateholder shall also be required to deposit into the Collection Account on the date of such purchase, an amount sufficient reimburse the Certificates and Servicer for any Monthly Advances which have not been reimbursed in accordance with this Agreement. The exercise of such option shall effect a retirement, in whole but not in part, of all accrued but unpaid interest (including any overdue interest and premium) thereonoutstanding Notes.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the ServicerCFC's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.05 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Trust Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As If, as of the last day of any Collection Period as of which Period, the then outstanding Pool Balance is shall be less than or equal to 10% or less of the Original Cutoff Date Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateBalance, the Servicer shall have the option to purchase on the Owner following Distribution Date the Trust Estate, other than the Deposit Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyanceAccounts. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit pursuant to Section 5.04 in into the Collection Account on the related Deposit Account Date an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted ReceivablesReceivables that became Defaulted Receivables during the related Collection Period), plus less the appraised value of any such other property held by Reserve Fund Amount, which funds shall be transferred from the Trust other than Reserve Fund into the Deposit Collection Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to the preceding sentence together with any other funds in the Deposit Account this Section is greater than or at least equal to the sum of all amounts due to the outstanding principal balance of Servicer under this Agreement plus the Notes and the Certificate Note Balance of the Certificates and plus all accrued but unpaid interest (including any overdue interest interest) on the Notes plus all amounts due to the Servicer for any outstanding and premium) thereonunreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Seller shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be used to make payments in full to the Noteholders in the manner set forth in Article Four.

Optional Purchase of All Receivables. (a) As of On the last day of any Collection Period as of which the then outstanding Pool Balance is 10% shall be less than or less of equal to the Optional Purchase Percentage multiplied by the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateBalance, the Servicer shall have the option to purchase the Owner corpus of the Trust Estate(with the consent of the [Credit Enhancer], other than if such purchase would result in a claim under [the Deposit AccountCredit Enhancement] or would result in any amount owing to the [Credit Enhancer] or to the Holders of the Class A Certificates remaining unpaid); provided, however, that, unless Moody's agrees otherwise, that the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, option the Servicer (or the [Credit Enhancer], if applicable) shall deposit pursuant to Section 5.04 4.5 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee [Credit Enhancer] and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoingFor purposes of this Section, the Servicer Purchase Amount shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater less than or equal to the sum of the outstanding principal balance of the Notes Class A Certificate Balance and the Class B Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereonBalance.

Optional Purchase of All Receivables. (a) As of On the last day of any Collection Period as of which the then outstanding Pool Balance is 10% shall be less than or less of equal to the Optional Purchase Percentage multiplied by the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateBalance, the Servicer shall have the option to purchase the Owner corpus of the Trust Estate(with the consent of the Certificate Insurer, other than if such purchase would result in a claim on the Deposit AccountPolicy or would result in any amount owing to the Certificate Insurer or to the Holders of the Class A Certificates remaining unpaid); provided, however, that, unless Moody's agrees otherwise, that the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, option the Servicer (or the Certificate Insurer, if applicable) shall deposit pursuant to Section 5.04 4.5 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit AccountTrust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Certificate Insurer and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoingFor purposes of this Section, the Servicer Purchase Amount shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater less than or equal to the sum of the outstanding principal balance of the Notes Class A Certificate Balance and the Class B Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereonBalance.

Optional Purchase of All Receivables. (a) As of the last day of Business Day in any Collection Period as of which the then outstanding Pool Balance is 10% (expressed as a percentage) of initial Pool Balance shall be equal to or less of than the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateOptional Purchase Percentage, the Servicer shall have the option to purchase the Owner Trust Estate, other than corpus of the Deposit AccountTrust; provided, however, that, unless Moody's agrees otherwise, provided that the Servicer may shall not effect any exercise such option to purchase if the rating of the Servicer's long-term debt obligations purchase price, as specified below, is less than Baa3 by Moody'sthe amount required in order to distribute to certificateholders in accordance with Section 7.5 the sum of the Class A Certificate Balance, unless the Owner Trustee Class A Interest Distributable Amount, the Class B Certificate Balance and the Indenture Trustee shall have received an Opinion of Counsel Class B Interest Distributable Amount for the Distribution Date on which the purchase price is applied to the effect that make such purchase would not constitute a fraudulent conveyancedistributions. To exercise such option, the Servicer shall deposit pursuant notify the Trustee, the Paying Agent, and the Transfer Agent and Certificate Registrar in writing, no later than the fifth calendar day of the month in which such purchase is to Section 5.04 in be effected of its intention to effect such purchase. On the Deposit Account an amount equal to Date in such month, the Servicer shall pay the lower of (i) the aggregate Purchase Amount for the Receivables (including defaulted Defaulted Receivables), plus ) and (ii) the appraised fair market value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, Receivables and shall succeed to all interests in and to the TrustTrust property. Notwithstanding The payment shall be made in the foregoingmanner specified in Section 7.4, and shall be distributed pursuant to Section 7.5. The Trustee shall not permit the purchase of the corpus of the Trust pursuant to this Section unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant provides to the preceding sentence together with any other funds Trustee an Opinion of Counsel in the Deposit Account is greater than or equal form reasonably satisfactory to the sum Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a fraudulent transfer of assets of the outstanding principal balance of the Notes Servicer under applicable state and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereonfederal law.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Senior Notes have been paid in full or will be paid in full on the next Payment Date, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus all unpaid fees, expenses and indemnities of the Owner Trustee, the Indenture Trustee and the Backup Servicer, plus the appraised value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence sentence, together with any other funds in the Deposit Account Account, is greater than or equal to the sum of the outstanding principal balance amount of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's Mxxxx’x agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's ’s long-term debt obligations is less than Baa3 by Moody'sMxxxx’x, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.05 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Trust Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the ServicerCFC's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.05 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Trust Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Date, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last ------------------------------------ day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's -------- ------- agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.05 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Trust Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datean administrative convenience, the Servicer shall have the option to purchase the Owner Receivables and the other Trust EstateProperty on any Payment Date if, other than as of the Deposit Account; provided, however, that, unless Moody's agrees otherwiserelated Accounting Date, the Servicer may not effect any such purchase if the rating Aggregate Principal Balance has declined to less than 10% of the Servicer's long-term debt obligations is less than Baa3 by Moody'sInitial Cutoff Date Principal Balance plus the aggregate Principal Balance of all Subsequent Receivables as of their applicable Subsequent Cutoff Dates (with the consent of the Note Insurer, unless which shall not be unreasonably withheld, if a claim has previously been made on the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that Policy, such purchase would not constitute result in a fraudulent conveyanceclaim on the Policy or such purchase would result in any amount owing and remaining unpaid under the Related Documents to the Note Insurer or any other Person). To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Account an amount equal to pay the aggregate Purchase Amount Amounts for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other which amount shall in no event be less than the Deposit Account, such value Note Balance plus accrued and unpaid interest thereon) plus all amounts due to be determined by an appraiser mutually agreed upon by the Servicer, Note Insurer under the Owner Trustee and the Indenture Trustee, Insurance Agreement and shall succeed to all interests in and to the TrustTrust Property. Notwithstanding the foregoingNot later than 10 days prior to any proposed exercise of such option, the Servicer or Seller shall not be permitted to notify the Rating Agency, the Indenture Trustee, the Certificateholder(s), the Note Insurer and the Owner Trustee of any proposed exercise of such option unless option. The purchase price paid by the amount to Servicer shall be deposited in into the Deposit Collection Account on or before such Payment Date and distributed pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereonSection 4.5.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Collection Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Collection Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Overcollateralization Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10____% or less of the Original Pool Balance and the Class A-1 [A-1] Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer___________'s long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.06 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Trust Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period as of which the then outstanding Pool Balance is 10% Factor shall be equal to or less of than the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateOptional Purchase Percentage, the Master Servicer shall have the option to purchase the Owner Trust Estate, other than Property from the Deposit Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyanceTrust. To exercise such option, the Master Servicer shall deposit pursuant to Section 5.04 4.4 in the Deposit Collection Account an amount equal to the greater of (i) the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus as calculated by the appraised Administrator and reported to the Master Servicer) and (ii) the fair market value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture TrusteeReceivables, and shall succeed to all interests in and to the Trust. To determine the fair market value of the Receivables, the Master Servicer shall solicit bids from not less than three recognized purchasers of whole loan pools of motor vehicle loans selected by the Master Servicer in its sole discretion (one of which may be the Depositor or one of its Affiliates). Notwithstanding the foregoing, the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence sentence, together with any the other funds amounts on deposit in the Deposit Account Collection Account, is greater than or equal to the sum of the outstanding principal balance amount of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest interest) thereon plus any Net Swap Payments or Swap Termination Payments due to the Counterparties under the Interest Rate Swap Payments plus all amounts then due and premium) thereon.payable by the Trust for fees or other reimbursable amounts to the Receivables Servicers, the Master Servicer, the Securities Administrator, the Administrator, the Owner Trustee and the Indenture Trustee. The amount deposited in the Collection Account pursuant to

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period On each Determination Date as of which the then outstanding Pool Balance is with respect to the related Distribution Date will be equal to or less than 10% or less of the Original Initial Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateBalance, the Servicer shall have the option to purchase the Owner Trust EstateReceivables. If the Servicer shall elect not to exercise such option, other than a Certificateholder evidencing 100% of the Deposit Accountpercentage interests in the Certificates shall have the option to purchase the Receivables; provided, however, that, unless Moody's agrees otherwiseprovided that such Certificateholder shall not be the Seller, the Servicer may not effect Depositor or any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyanceAffiliate thereof. To exercise such option, the Servicer shall deposit to the Collection Account, pursuant to Section 5.04 in 5.04, or the Deposit Certificateholder shall deposit to the Collection Account on the day of such purchase, an amount equal to the aggregate Purchase Amount fair market value for the Receivables at the time such option is exercised (including defaulted Receivables), plus Receivables that became Defaulted Receivables during the appraised value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, related Collection Period) and shall succeed to all interests in and to the Trust. Notwithstanding the foregoingReceivables; provided, however, that in order for the Servicer shall not be permitted or such Certificateholder to exercise such option unless the amount deposited into the Collection Account shall be sufficient to be deposited pay the full amount of principal and interest then due and payable on any Outstanding Notes in the Deposit Account pursuant full and to pay any amounts due to the preceding sentence together Indenture Trustee or the Owner Trustee; and provided further, that the Certificateholder shall also be required to deposit into the Collection Account on the date of such purchase, an amount sufficient reimburse the Servicer for any Monthly Advances which have not been reimbursed in accordance with any other funds this Agreement. The exercise of such option shall effect a retirement, in the Deposit Account is greater than or equal to the sum whole but not in part, of the all outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereonNotes.

Optional Purchase of All Receivables. (a) As of On the last day of ------------------------------------ any Collection Settlement Period during the Amortization Period as of which the then outstanding Pool Aggregate Outstanding Balance is of all Receivables shall be less than or equal to 10% or less of the Original Pool Aggregate Outstanding Balance and of all Receivables as of the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on beginning of the next Payment DateAmortization Period, the Servicer and AMTN each shall have the option to purchase the Owner Trust Estate, other than the Deposit AccountAccounts (with the consent of the Note Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Note Insurer under the Insurance Agreement remaining unpaid); provided, however, that, unless Moody's agrees otherwise, that the Servicer may not effect any amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal, premium, if any, and interest then due and payable on the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee Notes and the Indenture Trustee shall have received an Opinion of Counsel Certificates and any amount then due and owed to the effect that such purchase would not constitute a fraudulent conveyanceNote Insurer. To exercise such option, the Servicer or AMTN, as the case may be, shall deposit pursuant to Section 5.04 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Liquidated Receivables), plus the appraised value of any such other property held by the Trust other than and any amount then due and owed to the Deposit AccountNote Insurer, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Note Insurer and the Indenture TrusteeCollateral Agent, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Date, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 "Baa3" by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence sentence, together with any other funds in the Deposit Account Account, is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As If, as of the last day of any Collection Period as of which Period, the then outstanding Pool Balance is shall be less than or equal to 10% or less of the Original initial Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateBalance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Deposit Collection Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if Note Payment Account, the rating of Certificate Payment Account, the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee Yield Supplement Account and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyanceReserve Fund. To exercise such option, the Servicer shall notify the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit pursuant to Section 5.04 in into the Collection Account on the related Deposit Account Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables (including defaulted ReceivablesReceivables that became Defaulted Receivables during the related Collection Period); provided, plus the appraised value of any such other property held by the Trust other than the Deposit Accounthowever, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account (together with amounts on deposit in the Reserve Fund, the Yield Supplement Account and the Collection Account) pursuant to the preceding sentence together with any other funds in the Deposit Account this Section is greater than or at least equal to the sum of all amounts due to the outstanding principal balance of Servicer under this Agreement plus the Notes and the Certificate Note Balance of the Certificates and plus all accrued but unpaid interest (including any overdue interest interest) on the Notes plus all amounts due to the Servicer for any outstanding and premium) thereonunreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Servicer shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund and the Yield Supplement Account, shall be used to make payments in full to the Noteholders in the manner set forth in Article Four.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Collection Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall 42 deposit pursuant to Section 5.04 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Collection Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Overcollateralization Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the then outstanding Pool Balance is shall be less than or equal to 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateBalance, the Servicer and the Seller each shall have the option to purchase the Owner Trust Estate, other than the Deposit Account; provided, however, that, unless Moody's agrees otherwise, Trust Accounts (with the Servicer may not effect any such purchase if the rating consent of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that Insurer if such purchase would not constitute result in a fraudulent conveyanceclaim on the Note Policy, would result in any amount owing to the Swap Provider under the Swap Agreement or the Swap Policy or to the Insurer under the Insurance Agreement remaining unpaid). To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.04 5.6 in the Deposit Collection Account an amount equal to the greater of (i) the amount that is necessary to pay the full amount of principal, premium if any, and interest then due and payable on the Notes, amounts due and unpaid to the Swap Provider under the Swap Agreement and amounts due and unpaid to the Insurer under the Insurance Agreement and (ii) the aggregate Purchase Amount for the Receivables (including defaulted Liquidated Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Account, (such value to be determined by the Servicer or, if the Insurer or the Trust Collateral Agent reasonably believe that there is a material error in the Servicer’s calculation, by an appraiser mutually agreed upon by the Servicer, the Owner Trustee Insurer and the Indenture TrusteeTrust Collateral Agent). Upon its deposit of such amount in the Collection Account, and the Servicer or the Seller, as the case may be, shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of Business Day in any Collection Period as of which the then outstanding Pool Balance is 10% (expressed as a percentage) of initial Pool Balance shall be equal to or less of than the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment DateOptional Purchase Percentage, the Servicer shall have the option to purchase the Owner Trust Estate, other than corpus of the Deposit AccountTrust; provided, however, that, unless Moody's agrees otherwise, provided that the Servicer may shall not effect any exercise such option to purchase if the rating of the Servicer's long-term debt obligations purchase price, as specified below, is less than Baa3 by Moody'sthe amount required in order to distribute to certificateholders in accordance with Section 7.5 the sum of the Class A Certificate Balance, unless the Owner Trustee Class A Interest Distributable Amount, the Class B Certificate Balance and the Indenture Trustee shall have received an Opinion of Counsel Class B Interest Distributable Amount for the Distribution Date on which the purchase price is applied to the effect that make such purchase would not constitute a fraudulent conveyancedistributions. To exercise such option, the Servicer shall deposit pursuant notify the Trustee, the Paying Agent, and the Transfer Agent and Certificate Registrar in writing, no later than the fifth calendar day of the month in which such purchase is to Section 5.04 in be effected of its intention to effect such purchase. On the Deposit Account an amount equal to Date in such month, the Servicer shall pay the lower of (i) the aggregate Purchase Amount for the Receivables (including defaulted Defaulted Receivables), plus ) and (ii) the appraised fair market value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, Receivables and shall succeed to all interests in and to the TrustTrust property. Notwithstanding The payment shall be made in the foregoingmanner specified in Section 7.4, and shall be distributed pursuant to Section 7.5. The Trustee shall not permit the purchase of the corpus of the Trust pursuant to this Section unless either (i) the Servicer's long-term unsecured debt is rated at the time of such purchase at least Baa3 by Moody's or (ii) the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant provides to the preceding sentence together with any other funds Trustee an Opinion of Xxxxxxx in the Deposit Account is greater than or equal form reasonably satisfactory to the sum Trustee and in form and substance satisfactory to Moody's to the effect that such purchase will not constitute a frauxxxxxx transfer of assets of the outstanding principal balance of the Notes Servicer under applicable state and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereonfederal law.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's ’s agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's ’s long-term debt obligations is less than Baa3 by Moody's’s, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.05 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Trust Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the ------------------------------------ last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10____% or less of the Original Pool Balance and the Class A-1 (A-1) Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Trust Accounts and the Certificate Distribution Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer___________'s long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.06 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Trust Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Collection Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the ServicerCFC's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.05 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Collection Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Overcollateralization Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (ai) As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Collection Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the ServicerCFC's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 5.05 in the Deposit Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Collection Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Collection Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Overcollateralization Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Date, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence sentence, together with any other funds in the Deposit Account Account, is greater than or equal to the sum of the outstanding principal balance amount of the Notes and the Certificate Balance of the Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.

Optional Purchase of All Receivables. (a) As of the last day of any Collection Period immediately preceding a Payment Date as of which the then outstanding Pool Balance is 10% or less of the Original Pool Balance and the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full or will be paid in full on the next Payment Datefull, the Servicer shall have the option to purchase the Owner Trust Estate, other than the Deposit Account; provided, however, that, unless Moody's agrees otherwise, the Servicer may not effect any such purchase if the rating of the Servicer's long-term debt obligations is less than Baa3 by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance. To exercise such option, the Servicer shall deposit pursuant to Section 5.04 in the Deposit Account an amount equal to the aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of any such other property held by the Trust other than the Deposit Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Deposit Account pursuant to the preceding sentence together with any other funds in the Deposit Account is greater than or equal to the sum of the outstanding principal balance of the Notes and the Certificate Balance of the Overcollateralization Certificates and all accrued but unpaid interest (including any overdue interest and premium) thereon.