Common use of Optional Purchase of All Receivables Clause in Contracts

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of the Trust Estate, then the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer and the Administrator as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of the Trust Estate, then the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer and the Administrator as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of the Trust Estate, then the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer and the Administrator as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of the Trust Estate, then the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, Servicer or any successor to the Servicer, Servicer shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or any successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account to the Owner Trustee, and all of its rights to make withdrawals from in the Reserve Account and the Yield Supplement Account to the Seller (in any event excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder ), and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee Issuer in order to affect effect such release and the transfer to the Owner Trustee Issuer of the Collateral.

Optional Purchase of All Receivables. If the Servicer, Servicer or any successor to the Servicer, Servicer shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or any successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account to the Owner Trustee, and all of its rights to make withdrawals from in the Reserve Account to the Seller (in any event excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder ), and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee Issuer in order to affect effect such release and the transfer to the Owner Trustee Issuer of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Swap Counterparty, the Holder of the Revolving Liquidity Note, the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders Noteholders, the Swap Counterparty or to the Holder of the Revolving Liquidity Note pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Payahead Account and the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account Trust Accounts (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder Certificateholders and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Swap Counterparty, the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of the Owner Trust Estate, then the Owner Trustee and Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders or to the Swap Counterparty pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Payahead Account and the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Swap Counterparty, the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Payahead Account and the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, Servicer or any successor to the Servicer, Servicer shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer and the Administrator Securityholder as soon as practicable after their receipt of notice from the Servicer. The Servicer will also deliver a copy of such notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations). Upon deposit by the Servicer or any successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account to the Owner Trustee, and all of its rights to make withdrawals from in the Reserve Account to the Seller (in any event excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder ), and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee Issuer in order to affect effect such release and the transfer to the Owner Trustee Issuer of the Collateral.

Optional Purchase of All Receivables. If the Servicer, Servicer or any successor to the Servicer, Servicer shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or any successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account to the Owner Trustee, and all of its rights to make withdrawals from in the Reserve Account and the Yield Supplement Account to the Seller (in any event excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder ), and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee Issuer in order to affect effect such release and the transfer to the Owner Trustee Issuer of the Collateral.. (Nissan [ ]-[ ] Indenture)

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify [the Swap Counterparty,] [the Holder of the Revolving Liquidity Note,] the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders Noteholders[, the Swap Counterparty] [or to the Holder of the Revolving Liquidity Note] pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Payahead Account and the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder Certificateholders and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify [the Swap Counterparty], [the Holder of the Revolving Liquidity Note], the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders Noteholders, [the Swap Counterparty] or [to the Holder of the Revolving Liquidity Note] pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Payahead Account and the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Servicer, Servicer or any successor to the Servicer, Servicer shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or any successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account to the Owner Trustee, and all of its rights to make withdrawals from in the Reserve Account and the Yield Supplement Account to the Seller (in any event excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder ), and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other (Nissan 2003-B Indenture) documents necessary or reasonably requested by the Owner Trustee Issuer in order to affect effect such release and the transfer to the Owner Trustee Issuer of the Collateral.

Optional Purchase of All Receivables. If the Servicer, Servicer or any successor to the Servicer, Servicer shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and the Indenture Trustee shall give written notice thereof to each Securityholder[, the Issuer [Swap Counterparty][Cap Provider]] and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or any successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account to the Owner Trustee, and all of its rights to make withdrawals from in the Reserve Account [and the Yield Supplement Account] to the Seller (in any event excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder ), and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee Issuer in order to affect effect such release and the transfer to the Owner Trustee Issuer of the Collateral.

Optional Purchase of All Receivables. If the Servicer, or any successor to the Servicer, shall notify the Holder of the Revolving Liquidity Note, the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Securityholder and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders or to the Holder of the Revolving Liquidity Note pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Payahead Account and the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Trust Agreement or the Sale and Servicing Agreement Agreement, as the case may be, to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Indenture Owner Trustee shall give written notice thereof to each Securityholder, the Issuer Indenture Trustee and the Administrator Rating Agencies not later than the o day of the month preceding the month in which the Distribution Date as soon as practicable after their receipt of notice from the Servicerwhich such purchase is to be effected. Upon deposit by the Seller, Servicer or successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 5.05 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account Trust Accounts (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.0310.01(c)) to the Owner Trustee for the benefit of the Certificateholder Certificateholders and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect effect such release and the transfer to the Owner Trustee of the Collateral.

Optional Purchase of All Receivables. If (a) To the Servicerextent and under the circumstances provided in a Series Supplement, or any successor the Master Servicer and the Seller each shall have the option to purchase the related Series Trust Estate, other than the Trust Accounts; provided , however, that the amount to be paid for such purchase shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes of such Series and all other amounts due to the ServicerSeries Securityholders, the Indenture Trustee and Owner Trustee under the related Series Supplement. To exercise such option, the Master Servicer or the Seller, as the case may be, shall notify deposit pursuant to Section 5.3 in the Master Collection Account an amount equal to the aggregate Repurchase Amount for the related Receivables, plus the appraised value of any other property constituting such Series Trust Estate, such value to be determined by an appraiser mutually agreed upon by the Master Servicer and the Trust, and shall succeed to all interests in and to the related Series Trust Estate. Upon any sale of the assets of the Trust pursuant to Article IV of the Indenture , the Master Servicer shall instruct the Indenture Trustee to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the "Insolvency Proceeds") in the Master Collection Account. Notice of any termination of the Trust shall be given by the Master Servicer to the Owner Trustee, the Indenture Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of the Trust Estate, then the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer and the Administrator Rating Agencies as soon as practicable after their receipt the Master Servicer has received notice thereof. Following the satisfaction and discharge of notice from the Servicer. Upon deposit by Indenture, the Servicer or successor payment in full of the principal of and interest on the Notes, the termination of any Series Support (as provided therein) and the surrender of any Series Support to the Servicer Series Support Provider, the Certificateholders will succeed to the rights of the amount necessary Noteholders hereunder and the Owner Trustee will succeed to effect such purchase of the corpus of rights of, and assume the Trust Estateobligations of, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 this Agreement. Administrative Duties of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account and all of its rights to make withdrawals from the Reserve Account (excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee in order to affect such release and the transfer to the Owner Trustee of the Collateral.Master Servicer

Optional Purchase of All Receivables. If the Servicer, Servicer or any successor to the Servicer, Servicer shall notify the Owner Trustee and the Indenture Trustee in writing of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase the corpus of outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and the Indenture Trustee shall give written notice thereof to each Securityholder, the Issuer Swap Counterparty and the Administrator Rating Agencies as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or any successor to the Servicer of the amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture Trustee shall make the final distributions to the Noteholders pursuant to Section 4.01 (the date of such payment to Noteholders, the “Redemption Date”) and Certificateholders as set forth in Section 5.06 of the Sale and Servicing Agreement and Section 10.01 hereof and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Collection Account to the Owner Trustee, and all of its rights to make withdrawals from in the Reserve Account and the Yield Supplement Account to the Seller (in any event excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03) to the Owner Trustee for the benefit of the Certificateholder ), and release from the lien of this Indenture all of the remaining Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Owner Trustee Issuer in order to affect effect such release and the transfer to the Owner Trustee Issuer of the Collateral.