Common use of Optional Purchase of All Receivables Clause in Contracts

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. (a) On each Distribution any Payment Date following on or after the last day of a any Collection Period as of which the Pool Collateral Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by or equal to 10% of the Original Pool Collateral Balance, the Seller Servicer shall have the option to purchase the corpus Owner Trust Estate, other than the Trust Accounts (with the consent of the Trust; provided that Note Insurer if such purchase would result in a claim on the option to purchase provided Note Policy or would result in this Section shall not be exercised if any amount owing under the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover ShortfallInsurance Agreement remaining unpaid). To exercise such option, the Seller or the Servicer, or any successor Servicer shall (subject to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, proviso below) deposit pursuant to Section 4.06 in the Collection Account pursuant to Section 5.6 an amount equal to the aggregate Administrative Purchase Payments for fair market value of the Receivables (including Defaulted Liquidated Receivables)) as of such date, plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the SellerServicer, the Servicer Note Insurer and the Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the amount to be paid for such purchase shall be sufficient to pay the (i) the aggregate outstanding Note Balance, (ii) the outstanding Residual Certificate Notional Balance, (iii) accrued and unpaid interest on the Notes, (iv) any accrued and unpaid Residual Certificate Interest Distributable Amount, (v) any unpaid Supplemental Residual Certificate Distribution, and (vi) the unpaid expenses of the Trust and the Note Insurer (and any expense reimbursements due to any Person under the Insurance Agreement), including without limitation expenses incurred by the Trust and the Note Insurer in connection with the exercise of such repurchase option. Notwithstanding Upon receipt of an amount equal to the foregoing, if Xxxxx'x is a Rating Agency, fair market value of the Seller or Receivables and written instructions from the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion release to CPS or its designee the related Receivables Files and shall execute and deliver all reasonable instruments of Counsel that such purchase will not constitute a fraudulent conveyancetransfer or assignment, or Xxxxx'x is otherwise satisfiedwithout recourse, as evidenced are prepared by written notice from Moody's the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivables including a Trustee's Certificate in the form of Exhibit F-2. Upon To the extent such deposit of the amount necessary option to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed Owner Trust Estate is rescinded pursuant to Section 4.07. In 10.1 of the event Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and principal that both the Seller and the Servicer, or any successor would be due to the Servicer, elect Securityholders on such Payment Date as if such option to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesOwner Trust Estate had never been exercised.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection ------------------------------------ any Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than of the Optional Purchase Percentage Aggregate Starting Receivables Balance and (expressed as a seven-digit decimal figureii) multiplied by the Original Pool BalanceClass A-1 Notes, the Seller Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer shall have the option to purchase the corpus assets of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate other than the aggregate outstanding principal amount of Designated Accounts and the Certificates plus Certificate Distribution Account. If the sum of (i) Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is equal to or higher than Baa3 at the Class A Interest Distributable Amount for the related Distribution Datetime that it seeks to exercise such option, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To then to exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Liquidating Receivables), plus the appraised value of any such other property held by contained in the Owner Trust Estate (less liquidation expenses the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the SellerServicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee; provided, that such amount (when added to any funds then on deposit in the TrusteeDesignated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding Owner Trust Estate (other than the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Designated Accounts and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesCertificate Distribution Account).

Optional Purchase of All Receivables. On each Distribution The Servicer, may purchase the outstanding Receivables (such purchase, the “Optional Purchase”) and the other assets in the Trust Estate (other than the Reserve Account) on any Payment Date (the “Optional Purchase Date”) if both of the following conditions are satisfied: (i) as of the last day of a the related Collection Period as of which Period, the Pool Balance shall be has declined to 5.0% or less than of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Percentage Price and the Available Collections for such Payment Date would be sufficient to pay (expressed A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes, (C) the aggregate unpaid Note Balance of all of the Outstanding Notes as a seven-digit decimal figure) multiplied determined by the Original Pool BalanceIndenture Trustee and (D) expenses (including indemnification amounts) due to the Owner Trustee, the Seller shall Indenture Trustee, the Administrator and the Servicer, which have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfallbeen previously paid. To exercise such option, the Seller or Servicer shall deposit the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in Optional Purchase Price into the Collection Account an amount equal on the Business Day prior to the aggregate Administrative Optional Payment Date. The Servicer shall furnish written notice of its election to exercise the Optional Purchase Payments for to the Receivables Indenture Trustee and the Owner Trustee not later than twenty (including Defaulted Receivables), plus the appraised value of any other property held 20) days (or such longer period as may be required by the Trust (less liquidation expenses to be incurred Clearing Agency in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by Note Depository Agreement for notice in connection with a redemption of the Seller, the Servicer and the Trustee, and shall succeed to all interests in and Notes) prior to the TrustOptional Purchase Date. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's Following its receipt of such notice, (i) the Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to the Noteholders of record on such date and (ii) the Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to the Certificateholders of record on such date. The purchase price for the Trust Estate (other than the Reserve Account) under this Section 6.6 shall be permitted equal to the Optional Purchase Price. If the Servicer exercises its option to purchase the ReceivablesTrust Estate (other than the Reserve Account), the Notes shall be redeemed and in each case in whole but not in part on the Optional Purchase Date for the Redemption Price.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period Record Date as of which the Pool Balance shall be is 10% or less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by of the Original Pool Balance, the Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid outstanding Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related such Distribution Date and (iv) any unpaid outstanding Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Record Date as of which such purchase is to be effected and, if there are any Book-Entry Certificates, the Clearing Agency in accordance with the Letter of Representations, and shall, on or before the Distribution Date on which such purchase is to occur, shall deposit pursuant to Section 4.06 14.06 in the Collection Certificate Account an amount equal to the aggregate Administrative Purchase Payments Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereofexpenses), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing; provided, if Xxxxx'x is a Rating Agencyhowever, the Seller or the Servicer, or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.0614.06(a)(i), and shall be distributed pursuant to Section 4.0714.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection any Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than of the Optional Purchase Percentage Aggregate Starting Receivables Balance and (expressed as a seven-digit decimal figureii) multiplied by the Original Pool BalanceClass A-1 Notes, the Seller Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer shall have the option to purchase the corpus assets of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate other than the aggregate outstanding principal amount of Designated Accounts and the Certificates plus Certificate Distribution Account. If the sum of (i) Servicer’s long term unsecured debt rating from Xxxxx’x is equal to or higher than Baa3 at the Class A Interest Distributable Amount for the related Distribution Datetime that it seeks to exercise such option, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To then to exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Liquidating Receivables), plus the appraised value of any such other property held by contained in the Owner Trust Estate (less liquidation expenses the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the SellerServicer and each Trustee. If the Servicer’s long term unsecured debt rating from Xxxxx’x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee; provided, that such amount (when added to any funds then on deposit in the TrusteeDesignated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding Owner Trust Estate (other than the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Designated Accounts and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesCertificate Distribution Account).

Optional Purchase of All Receivables. (a) On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller Servicer or any successor to the Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Trust; provided that the option to purchase provided in this Section shall Owner Trust Estate (whether or not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount such assets then comprise all or a portion of the Certificates plus Trust Estate) for an amount equal to the sum of Optional Purchase Price (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall“Optional Purchase”). To exercise such option, the Seller or the Servicer, Servicer or any successor to the Servicer, as the case may be, Servicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 5.05 in the Collection Account an amount equal to the aggregate Administrative Optional Purchase Payments for Price (or the Receivables (including Defaulted Receivablesdeposit in cash of such lesser amount as provided in Section 9.01(b), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding Trust Estate and the foregoingOwner Trust Estate; provided, if Xxxxx'x is a Rating Agencyhowever, that the Seller or the Servicer, as the case may be, may Servicer shall not effect any such purchase so long as the rating of NMAC by Mxxxx’x, or if NMAC shall then be unrated by Mxxxx’x, then the long-term unsecured debt obligations rating of the related entity are rated Nissan Capital of America, Inc., is less than ___“Ba1” by Mxxxx’x, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase will shall not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, subject to such assumptions as evidenced by written notice from Moody's to the Trusteefactual matters as may be contained (Nissan _____ Sale and Servicing Agreement) therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to purchase the corpus of the TrustOwner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. (a) On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the TrustOwner Trust Estate; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Noteholders of any Class or Certificateholders would be less than the aggregate outstanding principal amount of Outstanding Amount or Certificate Balance, as the Certificates case may be, plus the sum of (i) the Class A Noteholders' Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover ShortfallShortfall with respect to any Class of Notes, (iii) the Class B Certificateholders' Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Certificateholders' Interest Carryover Shortfall. To exercise such option, 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, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 5.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the TrustTrust Estate and the Owner Trust Estate. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___Baa3, unless the Owner Trustee and Indenture Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Owner Trustee and the Indenture Trustee. Upon such deposit of the amount necessary to purchase the corpus of the TrustOwner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.065.06, and shall be distributed pursuant to Section 4.075.07. In the event that both the Seller and Sellerand the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Owner Trustee (based on the Owner Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following (a) If, as of the last day of a any Collection Period as of which Period, the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Cutoff Date Pool Balance, the Seller shall have the option to purchase on the corpus of following Distribution Date the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate, other than the aggregate outstanding principal amount of Collection Account, the Certificates plus Note Payment Account, the sum of (i) Certificate Payment Account, the Class A Interest Distributable Amount for the related Distribution Date, (ii) Reserve Fund and any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover ShortfallCollateral Support Account. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writingDepositor, no later the Master Servicer, the Owner Trustee, the Indenture Trustee, the Swap Counterparty and the Rating Agencies, not fewer than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is 15 nor more than 30 days prior to be effected and shall, on or before the Distribution Date on which such purchase repurchase is to occur, be effected and shall deposit pursuant to Section 4.06 in into the Collection Account on the related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Administrative Purchase Payments Amount for the Receivables (including Receivables that became Defaulted ReceivablesReceivables during the related Collection Period); provided, however, that the Seller shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the sum of all amounts due to the Master Servicer under this Agreement plus the appraised value of Note Balance plus all accrued but unpaid interest (including any other property held by overdue interest) on the Trust (less liquidation expenses Notes plus all amounts due to be incurred in connection with the recovery thereof)Master Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees plus all amounts owed to the Swap Counterparty, including Net Swap Payments and Swap Termination Payments, if any. Upon such value to be determined by an appraiser mutually agreed upon by the Sellerpayment, the Servicer and the Trustee, and Seller shall succeed to and own all interests in and to the TrustIssuer. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the The aggregate amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made so deposited in respect of such Distribution Date, plus, to the Receivables. The payment extent necessary, all amounts in the Reserve Fund, if any, shall be made used to make payments in full to the Noteholders in the manner specified set forth in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesArticle Four.

Optional Purchase of All Receivables. (a) On each the Distribution Date following the last day of a any Collection Period as of which the Pool Balance shall be is 10% or less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by of the Original Pool Balance, the Seller Transferor, the Servicer or any successor to the Servicer shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate, other than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer Accounts and the Trustee, and shall succeed to all interests in and to the TrustCertificate Distribution Account. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agencythe Transferor, the Seller Servicer or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, Baa3 by Moody's or BBB- by Standard & Poor's unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase will would not constitute a fraudulent conveyance, conveyance or Xxxxx'x the Rating Agency is otherwise satisfied, satisfied as evidenced by written notice from Moody's the Rating Agency to the Indenture Trustee. Upon To exercise such option, on the related Deposit Date the Servicer shall deposit pursuant to Section 4.05(a) in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any such other property held by the amount necessary Issuer other than the Accounts and the Certificate Distribution Account, such value to purchase be determined by an appraiser mutually agreed upon by the corpus of Servicer and the TrustTrustees, and shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, the Transferor, the Servicer or any successor to the Servicer shall for all purposes of this Agreement not be deemed permitted to have released all claims for reimbursement of Outstanding Advances made in respect of exercise such option if the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall amount to be distributed pursuant to Section 4.07Securityholders on the related Distribution Date would be less than the Note Distributable Amount and Certificate Distributable Amount. In the event that both the Seller Transferor and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Indenture Trustee (based on the Indenture Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution The Servicer, may purchase the outstanding Receivables (such purchase, the “Optional Purchase”) and the other assets in the Trust Estate (other than the Reserve Account) on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of a the related Collection Period as of which Period, the Pool Balance shall be has declined to 10% or less than of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Percentage Price and the Available Collections for such Payment Date would be sufficient to pay (expressed A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes, (C) the aggregate Outstanding Note Balance of all of the Notes, as a seven-digit decimal figure) multiplied determined by the Original Pool BalanceIndenture Trustee and (D) expenses (including indemnification amounts) due to the Owner Trustee, the Seller shall Indenture Trustee, the Administrator and the Servicer, which have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfallbeen previously paid. To exercise such option, the Seller or Servicer shall deposit the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in Optional Purchase Price into the Collection Account an amount equal on the Business Day prior to such Payment Date. The Servicer shall furnish written notice of such election to the aggregate Administrative Purchase Payments for Indenture Trustee and the Receivables Owner Trustee not later than twenty (including Defaulted Receivables), plus the appraised value of any other property held 20) days (or such longer period as may be required by the Trust (less liquidation expenses to be incurred Clearing Agency in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by Note Depository Agreement for notice in connection with a redemption of the Seller, the Servicer and the Trustee, and shall succeed to all interests in and Notes) prior to the TrustRedemption Date. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's Following its receipt of such notice, (i) the Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Noteholders of record on such date and (ii) the Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Certificateholders of record on such date. The purchase price for the Trust Estate (other than the Reserve Account) under this Section 6.6 shall be permitted equal to the Optional Purchase Price. If the Servicer exercises its option to purchase the ReceivablesTrust Estate (other than the Reserve Account), the Notes shall be redeemed and in each case in whole but not in part on the Redemption Date for the Redemption Price.

Optional Purchase of All Receivables. (a) On each Distribution Date following the last day of a any Collection Period as of which the Pool Aggregate Principal Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by or equal to 10% of the Original Pool Balance, the Seller Servicer shall have the option to purchase the corpus Owner Trust Estate, other than the Trust Accounts (with the consent of the TrustInsurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided provided, however, that the option amount to be paid for such purchase provided (as set forth in this Section the following sentence) shall not be exercised if sufficient to pay the final distribution to Certificateholders would be less than the aggregate outstanding principal full amount of the Certificates plus the sum of (i) principal and interest then due and payable on the Class A Interest Distributable Amount for A-3 Notes then outstanding, and amounts due and unpaid to the related Distribution DateInsurer under the Insurance Agreement and amounts due to the Trustee, (ii) any unpaid Class A Interest Carryover Shortfallthe Trust Collateral Agent, (iii) the Class B Interest Distributable Amount for Collateral Agent, the related Distribution Date Backup Servicer, the Custodian, the Designated Backup Subservicer and (iv) any unpaid Class B Interest Carryover Shortfallthe Owner Trustee hereunder or under the Trust Agreement. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 5.6 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments Amount for the Receivables (including Defaulted Liquidated Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the SellerServicer, the Servicer Insurer (as the Controlling Party) and the TrusteeTrust Collateral Agent or such amount as the Servicer, Insurer and Trust Collateral Agent may mutually agree, and shall succeed to all interests in and to the Trust. Notwithstanding If the foregoing, if Xxxxx'x Servicer does not exercise its rights with respect to the optional purchase on the first Distribution Date that the optional purchase is a Rating Agencypermitted, the Seller or the ServicerClass A-3 Notes will be paid additional amounts on future Distribution Dates, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's equal to the Trusteeproduct of (i) one twelfth, (ii) 0.50% and (iii) the outstanding principal balance on the Class A-3 Notes as of such Distribution Date pursuant to clause (xi) under Section 5.7 herein. Upon such deposit Such additional amounts shall not be included in the calculation of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made Noteholders’ Monthly Interest Distributable Amount or in respect of the Receivablesany other calculations derived therefrom. The Policy does not guarantee payment shall be made in of any additional amounts that become due to the manner specified in Section 4.06, and shall be distributed Class A-3 Notes pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivablesimmediately preceding sentence.

Optional Purchase of All Receivables. On each Distribution Date following (a) If, as of the last day of a any Collection Period as of which Period, the Pool Balance shall be less than or equal to 10% of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Cutoff Date Pool Balance, the Seller Servicer shall have the option to purchase on the corpus of following Payment Date the Trust; provided Trust Estate, other than the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Trustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day prior to the related Payment Date an amount equal to the aggregate Purchase Price for the Receivables (including Receivables that became Defaulted Receivables during the option related Collection Period) (the “Optional Purchase Price”), less the Reserve Account Amount, which funds shall be transferred from the Reserve Account to purchase provided in this Section the Collection Account. Notwithstanding the foregoing, the Servicer shall not be exercised if permitted to exercise such option on any Payment Date unless the final distribution amount to Certificateholders would be less than deposited in the aggregate outstanding principal amount of Collection Account (together with amounts on deposit in the Certificates plus Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the sum of (i) the Class A Interest Distributable Amount for the related Distribution Note Balance as of such Payment Date, (ii) any accrued but unpaid interest on each Class A of Notes at the related Interest Carryover ShortfallRate, (iii) all amounts due to the Class B Interest Distributable Amount Servicer in respect of its servicing compensation, any unreimbursed Advances and Nonrecoverable Advances and all accrued but unpaid amounts owing to the Trustees, the Asset Representations Reviewer, any Backup Servicer and the Administrator. The aggregate amount so deposited in respect of such Payment Date, plus, to the extent necessary, all other Available Funds, shall be used to make payments in full to the Noteholders in the manner set forth in Section 5.04. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed in whole but not in part on the related Payment Date for the related Distribution Date and (iv) any unpaid Class B Interest Carryover ShortfallRedemption Price. To exercise such optionThe obligations of the Servicer under this Agreement, except pursuant to Article Seven, shall terminate upon the Seller or purchase of the ServicerReceivables by the Servicer under this Section. The Servicer agrees to give the Indenture Trustee notice, or any successor at least 30 days prior to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Payment Date on which such purchase is to occurbe effected, deposit pursuant to Section 4.06 in that the Collection Account an amount Servicer reasonably believes that the Pool Balance will be less than or equal to 10% of the aggregate Administrative Purchase Payments for Cutoff Date Pool Balance as of the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations last day of the related entity are rated less than ___, unless Collection Period and that the Trustee shall have received an Opinion Servicer expects (but is not obligated) to provide the notice required in the first paragraph of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary this Section and thereafter to purchase the corpus of Trust Estate (other than the Trust, Reserve Account) as provided in the Servicer shall for all purposes first paragraph of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.. ARTICLE XI

Optional Purchase of All Receivables. (a) On each Distribution any Payment Date following on or after the last day of a any Collection Period as of which the Pool Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by or equal to 10% of the Original Pool Balance, the Seller Servicer shall have the option to purchase the corpus Owner Trust Estate, other than the Trust Accounts (with the consent of the Trust; provided that Note Insurer if such purchase would result in a claim on the option to purchase provided Note Policy or would result in this Section shall not be exercised if any amount owing under the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover ShortfallInsurance Agreement remaining unpaid). To exercise such option, the Seller or the Servicer, or any successor Servicer shall (subject to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, proviso below) deposit pursuant to Section 4.06 in the Collection Account pursuant to Section 5.6 an amount equal to the aggregate Administrative Purchase Payments for fair market value of the Receivables (including Defaulted Liquidated Receivables)) as of such date, plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the SellerServicer, the Servicer Note Insurer and the Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the amount to be paid for such purchase shall be sufficient to pay the (i) the aggregate outstanding Note Balance, (ii) the outstanding Residual Certificate Notional Balance, (iii) accrued and unpaid interest on the Notes, (iv) any accrued and unpaid Residual Certificate Interest Distributable Amount, (v) any unpaid Supplemental Residual Certificate Distribution, and (vi) the unpaid expenses of the Trust and the Note Insurer (and any expense reimbursements due to any Person under the Insurance Agreement), including without limitation expenses incurred by the Trust and the Note Insurer in connection with the exercise of such repurchase option. Notwithstanding Upon receipt of an amount equal to the foregoing, if Xxxxx'x is a Rating Agency, fair market value of the Seller or Receivables and written instructions from the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion release to CPS or its designee the related Receivables Files and shall execute and deliver all reasonable instruments of Counsel that such purchase will not constitute a fraudulent conveyancetransfer or assignment, or Xxxxx'x is otherwise satisfiedwithout recourse, as evidenced are prepared by written notice from Moody's the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivables including a Trustee's Certificate in the form of Exhibit F-2. Upon To the extent such deposit of the amount necessary option to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed Owner Trust Estate is rescinded pursuant to Section 4.07. In 10.1 of the event Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and principal that both the Seller and the Servicer, or any successor would be due to the Servicer, elect Securityholders on such Payment Date as if such option to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesOwner Trust Estate had never been exercised.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection any Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than of the Optional Purchase Percentage Aggregate Starting Receivables Balance and (expressed as a seven-digit decimal figureii) multiplied by the Original Pool BalanceClass A-1 Notes, the Seller Class A-2 Notes, the Class A-3a Notes, and the Class A-3b Notes have been paid in full, the Servicer shall have the option to purchase the corpus assets of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate other than the aggregate outstanding principal amount of Designated Accounts and the Certificates plus Certificate Distribution Account. If the sum of (i) Servicer's long term unsecured debt rating from Xxxxx'x is equal to or higher than Baa3 at the Class A Interest Distributable Amount for the related Distribution Datetime that it seeks to exercise such option, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To then to exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Liquidating Receivables), plus the appraised value of any such other property held by contained in the Owner Trust Estate (less liquidation expenses the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the SellerServicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee; provided, that such amount (when added to any funds then on deposit in the TrusteeDesignated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding Owner Trust Estate (other than the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Designated Accounts and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesCertificate Distribution Account).

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection any Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than of the Optional Purchase Percentage Aggregate Starting Receivables Balance and (expressed as a seven-digit decimal figureii) multiplied by the Original Pool BalanceClass A-1 Notes, the Seller Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer shall have the option to purchase the corpus assets of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate other than the aggregate outstanding principal amount of Designated Accounts and the Certificates plus Certificate Distribution Account. If the sum of (i) Servicer's long term unsecured debt rating from Xxxxx'x is equal to or higher than Baa3 at the Class A Interest Distributable Amount for the related Distribution Datetime that it seeks to exercise such option, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To then to exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Liquidating Receivables), plus the appraised value of any such other property held by contained in the Owner Trust Estate (less liquidation expenses the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the SellerServicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee; provided, that such amount (when added to any funds then on deposit in the TrusteeDesignated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding Owner Trust Estate (other than the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Designated Accounts and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesCertificate Distribution Account).

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller Servicer or any successor to the Servicer shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall Trust (whether or not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount such assets then comprise all or a portion of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover ShortfallTrust). To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 5.05 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding ; provided, however, that (a) the foregoing, if Xxxxx'x is a Rating Agencypurchase price shall be equal to or greater than the sum of the Class A Certificate Balance, the Seller or Class B Certificate Balance, the ServicerClass C Certificate Balance, as the case may beClass A Interest Distributable Amount, may the Class B Interest Distributable Amount, and the Class C Interest Distributable Amount for such Distribution Date, and (b) the Servicer shall not effect any such purchase so long as the rating of NMAC by Moody's, or if NMAC shall then be unrated by Moody's, then the long-term unsecured debt obligations rating of the related entity are rated Nissan Capital of America, Inc., is less than ___"Bal" by Moody's, and the Seller shall not effect any such purchase so long as the rating of NARC II by Moody's, or if NARC II shall then be unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less than "Ba1" by Moody's, in each case unless the Trustee shall have received an Opinion of Counsel to the effect that such purchase will shall not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, subject to such assumptions as evidenced by written notice from Moody's to the Trusteefactual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment Notice of any such purchase of the corpus of the Trust shall be made in given by the manner specified in Section 4.06, and shall be distributed pursuant Trustee to Section 4.07. In the event that both the Seller and each Certificateholder as soon as practicable after their receipt of notice thereof from the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller Servicer or any successor to the Servicer shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall Trust (whether or not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount such assets then comprise all or a portion of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover ShortfallTrust). To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 5.05 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding ; PROVIDED, HOWEVER, that the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may Servicer shall not effect any such purchase so long as the rating of NMAC by Moody's, or if NMAC shall then be unrated by Moody's, then the long-term unsecured debt obligations rating of the related entity are rated Nissan Capital of America, Inc., is less than ___"Bal" by Moody's, and the Seller shall not effect any such purchase so long as the rating of NARC by Moody's, or if NARC shall then be unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less than "Bal" by Moody's, in each case unless the Trustee shall have received an Opinion of Counsel to the effect that such purchase will shall not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, subject to such assumptions as evidenced by written notice from Moody's to the Trusteefactual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment Notice of any such purchase of the corpus of the Trust shall be made in given by the manner specified in Section 4.06, and shall be distributed pursuant Trustee to Section 4.07. In the event that both the Seller and each Certificateholder as soon as practicable after their receipt of notice thereof from the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following (a) Subject to Section 10.1(a) of the Indenture, on the last day of a any Collection Period as of which the Pool Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by or equal to 5% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the corpus of Owner Holding Trust Estate, other than the TrustTrust Accounts; provided provided, however, that the option amount to be paid for such purchase provided (as set forth in this Section the following sentence) shall not be exercised if sufficient to pay the final distribution to Certificateholders would be less than the aggregate outstanding principal full amount of principal and interest then due and payable on the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover ShortfallNotes. To exercise such option, the Seller Servicer or the Servicer, or any successor to the ServicerSeller, as the case may be, shall notify deposit or cause to be deposited, pursuant to Section 5.6, in the Trustee in writing, no later than Collection Account an amount (the tenth “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes [and all amounts due and payable to the Hedge Counterparty] after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the month related Collection Period. Collected Funds received after the last day of the Collection Period preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such optional purchase is to occuroccurs shall be property, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments and for the Receivables (including Defaulted Receivables)account, plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the TrusteeSeller, and shall succeed to all interests in and distributed by the Indenture Trustee to the TrustServicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. Notwithstanding the foregoing, if Xxxxx'x The parties hereto acknowledge and agree that any Person that is a Rating Agency, the Seller Certificateholder or the Servicer, as the case Certificate Owner may be, may not effect deposit all or any such purchase if the long-term unsecured debt obligations portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related entity are rated Distribution Date (either because less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x entire Optional Purchase Amount is otherwise satisfied, as evidenced by written notice from Moody's deposited to the Trustee. Upon such deposit Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the amount necessary Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to purchase the corpus application of Available Funds and the Trust, the Servicer shall for all purposes of this Agreement be deemed distributions required to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In 5.7 on the event that both Distribution Date on which the Seller and optional purchase occurs shall be deposited by the Servicer, or any successor Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Servicer, elect to purchase Certificateholders in accordance with the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesTrust Agreement.

Optional Purchase of All Receivables. On each Distribution The Servicer, may purchase the outstanding Receivables (such purchase, the “Optional Purchase”) and the other assets in the Trust Estate (other than the Reserve Account) on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of a the related Collection Period as of which Period, the Pool Balance shall be has declined to 10% or less than of the Pool Balance as of the Cut-Off Date and (ii) the sum of the Optional Purchase Percentage Price and the Available Collections for such Payment Date would be sufficient to pay (expressed A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) interest then due on the Notes, (C) the aggregate Outstanding Note Balance of all of the Notes, as a seven-digit decimal figure) multiplied determined by the Original Pool BalanceIndenture Trustee and (D) expenses (including indemnification amounts) due to the Owner Trustee, the Seller shall Indenture Trustee, the Administrator and the Servicer, which have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfallbeen previously paid. To exercise such option, the Seller or Servicer shall deposit the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in Optional Purchase Price into the Collection Account an amount equal on the Business Day prior to such Payment Date. The Servicer shall furnish written notice of such election to the aggregate Administrative Purchase Payments for Indenture Trustee and the Receivables Owner Trustee not later than twenty (including Defaulted Receivables), plus the appraised value of any other property held 20) days (or such longer period as may be required by the Trust (less liquidation expenses to be incurred Clearing Agency in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by Note Depository Agreement for notice in connection with a redemption of the Seller, the Servicer and the Trustee, and shall succeed to all interests in and Notes) prior to the TrustRedemption Date. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's Following its receipt of such notice, (i) the Indenture Trustee will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase [to the Swap Counterparty and] to the Noteholders of record on such date and (ii) the Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Certificateholders of record on such date. The purchase price for the Trust Estate (other than the Reserve Account) under this Section 6.6 shall be permitted equal to the Optional Purchase Price. If the Servicer exercises its option to purchase the ReceivablesTrust Estate (other than the Reserve Account), the Notes shall be redeemed and in each case in whole but not in part on the Redemption Date for the Redemption Price.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a any Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the sum of the Original Pool BalanceBalance and the aggregate Principal Balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates, the Seller Originator or the Servicer shall have the option to purchase the corpus of the Trust; provided that Trust (with the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount consent of the Certificates plus Certificate Insurer, if such purchase would result in a claim on the sum Policy or would result in any amount owing to the Certificate Insurer or to the Holders of (i) the Class A Interest Distributable Amount for Certificates remaining unpaid); PROVIDED, HOWEVER, that if both the related Distribution DateOriginator and the Servicer desire to effect such purchase, (ii) the Originator shall have the preferential right to effect such purchase; PROVIDED, FURTHER, that neither the Originator nor the Servicer may effect any unpaid Class A Interest Carryover Shortfallsuch purchase unless the Originator shall have received an Opinion of Counsel, (iii) and shall have delivered it to the Class B Interest Distributable Amount for Trustee to the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfalleffect that such purchase would not constitute a fraudulent conveyance. The Originator or the Servicer, as applicable, shall notify each Rating Agency of such purchase. To exercise such option, option the Seller Originator or the ServicerServicer (or the Certificate Insurer, or any successor to the Servicer, as the case may be, if applicable) shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 4.5 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments Amount for the Receivables (including Defaulted defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the SellerOriginator or the Servicer, as applicable, the Servicer Certificate Insurer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating AgencyFor purposes of this Section, the Seller or the Servicer, as the case may be, may Purchase Amount shall not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated be less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase permit the corpus full distribution of the Trustsum of the Class A Certificate Balance, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of Class B Certificate Balance, the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller then outstanding Class B Undistributed Principal Amount and the Serviceraccrued and unpaid Class B Interest Distributable Amount, or any successor to the ServicerClass B Interest Carryover Shortfall, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt Class B Additional Interest Distributable Amount and Class B Additional Interest Carryover Shortfall as of such notice) shall be permitted to purchase the Receivablesdate of repurchase.

Optional Purchase of All Receivables. (a) On each the Distribution Date following the last day of a any Collection Period as of which the Pool Balance shall be is 10% or less than of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Cutoff Date Pool Balance, the Seller Master Servicer shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Trust Estate, other than the aggregate outstanding principal amount of Accounts and the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Certificate Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover ShortfallAccount. To exercise such option, on the Seller or related Deposit Date the Servicer, or any successor to the Servicer, as the case may be, Master Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 4.04(a) in the Collection Account an amount equal to the aggregate Administrative Purchase Repurchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any such other property held by the Trust (less liquidation expenses to be incurred in connection with Issuer other than the recovery thereof)Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the SellerMaster Servicer, the Servicer Issuer and the TrusteeTrustees, and shall succeed to all interests in and to the TrustIssuer. Notwithstanding the foregoing, if Xxxxx'x the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section is a Rating Agency, at least equal to the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations sum of the related entity are rated less than ___, unless Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's Notes plus the Certificate Balance plus all accrued but unpaid interest (including any overdue interest) on the Certificates plus all amounts due to the TrusteeInsurer under the Insurance Agreement and the other Basic Documents. Upon such deposit of the amount necessary to purchase the corpus of the Trustpayment, the Master Servicer shall for succeed to and own all purposes of this Agreement be deemed interests in and to have released all claims for reimbursement of Outstanding Advances made in respect of the ReceivablesIssuer. The payment aggregate Repurchase Payment for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund, shall be made used to make payments in full to the Noteholders, the Certificateholders and the Insurer in the manner specified set forth in Section 4.06Article Four. The Master Servicer shall notify the Owner Trustee, and shall be distributed pursuant to Section 4.07. In the event that both Indenture Trustee, the Seller Subservicer, the Insurer and the Servicer, or any successor Depositor of its exercise of the option hereunder no later than 20 days prior to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivablesrelated Distribution Date.

Optional Purchase of All Receivables. On each Distribution Date following the last day ------------------------------------ of a Collection any Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than of the Optional Purchase Percentage Aggregate Starting Receivables Balance and (expressed as a seven-digit decimal figureii) multiplied by the Original Pool BalanceClass A-1 Notes, the Seller Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer shall have the option to purchase the corpus assets of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate other than the aggregate outstanding principal amount of Designated Accounts and the Certificates plus Certificate Distribution Account. If the sum of (i) Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is equal to or higher than Baa3 at the Class A Interest Distributable Amount for the related Distribution Datetime that it seeks to exercise such option, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To then to exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Liquidating Receivables), plus the appraised value of any such other property held by contained in the Owner Trust Estate (less liquidation expenses the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the SellerServicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee; provided, that such amount (when added to any funds then on deposit in the TrusteeDesignated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding Owner Trust Estate (other than the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Designated Accounts and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesCertificate Distribution Account).

Optional Purchase of All Receivables. (a) On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller Servicer or any successor to the Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Trust; provided that the option to purchase provided in this Section shall Owner Trust Estate (whether or not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount such assets then comprise all or a portion of the Certificates plus Trust Estate) for an amount equal to the sum of Optional Purchase Price (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall"Optional Purchase"). To exercise such option, the Seller or the Servicer, Servicer or any successor to the Servicer, as the case may be, Servicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 5.05 in the Collection Account an amount equal to the aggregate Administrative Optional Purchase Payments for Price (or the Receivables (including Defaulted Receivablesdeposit in cash of such lesser amount as provided in Section 9.01(b), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding Trust Estate and the foregoingOwner Trust Estate; provided, if Xxxxx'x is a Rating Agencyhowever, that the Seller or the Servicer, as the case may be, may Servicer shall not effect any such purchase so long as the rating of NMAC by Xxxxx'x, or if NMAC shall then be unrated by Xxxxx'x, then the long-term unsecured debt obligations rating of the related entity are rated Nissan Capital of America, Inc., is less than ___then "Ba1" by Xxxxx'x, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase will shall not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, subject to such assumptions as evidenced by written notice from Moody's to the Trusteefactual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to purchase the corpus of the TrustOwner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. (a) On each Distribution Date following the last day of a any Collection Period as of which the Pool Aggregate Principal Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by or equal to 10% of the Original Pool Balance, the Seller Servicer shall have the option to purchase the corpus Owner Trust Estate, other than the Trust Accounts (with the consent of the TrustInsurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided provided, however, that the option amount to be paid for such purchase provided (as set forth in this Section the following sentence) shall not be exercised if sufficient to pay the final distribution to Certificateholders would be less than the aggregate outstanding principal full amount of the Certificates plus the sum of (i) principal and interest then due and payable on the Class A Interest Distributable Amount for A-3 Notes then outstanding, and amounts due and unpaid to the related Distribution DateInsurer under the Insurance Agreement and the Note Policy and amounts due to the Trustee, (ii) any unpaid Class A Interest Carryover Shortfallthe Trust Collateral Agent, (iii) the Class B Interest Distributable Amount for Collateral Agent, the related Distribution Date Backup Servicer, the Designated Backup Subservicer and (iv) any unpaid Class B Interest Carryover Shortfallthe Owner Trustee hereunder or under the Trust Agreement. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 5.6 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments Amount for the Receivables (including Defaulted Liquidated Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the SellerServicer, the Servicer Insurer (as the Controlling Party) and the TrusteeTrust Collateral Agent or such amount as the Servicer, Insurer and Trust Collateral Agent may mutually agree, and shall succeed to all interests in and to the Trust. Notwithstanding If the foregoing, if Xxxxx'x Servicer does not exercise its rights with respect to the optional purchase within 31 days of the first Distribution Date that the optional purchase is a Rating Agencypermitted, the Seller or the ServicerClass A-3 Notes will be paid additional amounts on future Distribution Dates, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's equal to the Trusteeproduct of (i) one twelfth, (ii) 0.50% and (iii) the outstanding principal balance on the Class A-3 Notes as of such Distribution Date pursuant to clause (xi) under Section 5.7 herein. Upon such deposit Such additional amounts shall not be included in the calculation of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made Noteholders’ Monthly Interest Distributable Amount or in respect of the Receivablesany other calculations derived therefrom. The Policy does not guarantee payment shall be made in of any additional amounts that become due to the manner specified in Section 4.06, and shall be distributed Class A-3 Notes pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivablesimmediately preceding sentence.

Optional Purchase of All Receivables. (a) On each Distribution any Payment Date following on or after the last day of a any Collection Period as of which the Pool Collateral Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by or equal to 10% of the Original Pool Collateral Balance, the Seller Servicer shall have the option to purchase the corpus Owner Trust Estate, other than the Trust Accounts (with the consent of the Trust; provided that Note Insurer if such purchase would result in a claim on the option to purchase provided Note Policy or would result in this Section shall not be exercised if any amount owing under the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover ShortfallInsurance Agreement remaining unpaid). To exercise such option, the Seller or the Servicer, or any successor Servicer shall (subject to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, proviso below) deposit pursuant to Section 4.06 in the Collection Account pursuant to Section 5.6 an amount equal to the aggregate Administrative Purchase Payments for fair market value of the Receivables (including Defaulted Liquidated Receivables)) as of such date, plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the SellerServicer, the Servicer Note Insurer and the Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the amount to be paid for such purchase shall be sufficient to pay the (i) the aggregate outstanding Note Balance, (ii) the outstanding Residual Certificate Notional Balance, (iii) accrued and unpaid interest on the Class A Notes, (iv) any accrued and unpaid Residual Certificate Interest Distributable Amount, (v) any unpaid Supplemental Residual Certificate Distribution, and (vi) the unpaid expenses of the Trust and the Note Insurer (and any expense reimbursements due to any Person under the Insurance Agreement), including without limitation expenses incurred by the Trust and the Note Insurer in connection with the exercise of such repurchase option. Notwithstanding Upon receipt of an amount equal to the foregoing, if Xxxxx'x is a Rating Agency, fair market value of the Seller or Receivables and written instructions from the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion release to CPS or its designee the related Receivables Files and shall execute and deliver all reasonable instruments of Counsel that such purchase will not constitute a fraudulent conveyancetransfer or assignment, or Xxxxx'x is otherwise satisfiedwithout recourse, as evidenced are prepared by written notice from Moody's the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivables including a Trustee's Certificate in the form of Exhibit F-2. Upon To the extent such deposit of the amount necessary option to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed Owner Trust Estate is rescinded pursuant to Section 4.07. In 10.1 of the event Indenture, the Securityholders shall on the related Payment Date receive the payments of interest and principal that both the Seller and the Servicer, or any successor would be due to the Servicer, elect Securityholders on such Payment Date as if such option to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesOwner Trust Estate had never been exercised.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be is 10% or less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by of the Original Pool Balance, the Seller Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid outstanding Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related such Distribution Date and (iv) any unpaid outstanding Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, shall deposit pursuant to Section 4.06 14.05 in the Collection Certificate Account an amount equal to the aggregate Administrative Purchase Payments as of such last day for the Receivables (including Defaulted ReceivablesReceivables that became Defaulted Receivables in the Collection Period preceding the Distribution Date on which such purchase is effected), plus the related Yield Supplement Deposit Amount and the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller Servicer, or the any Successor Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this the Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.0614.05, and shall be distributed pursuant to Section 4.0714.06. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.ARTICLE TWENTY-ONE

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and Date, (iv) any unpaid Class B Interest Carryover Shortfall, (v) the Class C Interest Distributable Amount for the related Distribution Date and (vi) any unpaid Class C Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is Moodx'x xx a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is Moodx'x xx otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. (a) On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller Servicer or any successor to the Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Trust; provided that the option to purchase provided in this Section shall Owner Trust Estate (whether or not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount such assets then comprise all or a portion of the Certificates plus Trust Estate) for an amount equal to the sum of Optional Purchase Price (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall“Optional Purchase”). To exercise such option, the Seller or the Servicer, Servicer or any successor to the Servicer, as the case may be, Servicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is (Nissan 2007-A Sale and Servicing Agreement) 70 to occur, deposit pursuant to Section 4.06 5.05 in the Collection Account an amount equal to the aggregate Administrative Optional Purchase Payments for Price (or the Receivables (including Defaulted Receivablesdeposit in cash of such lesser amount as provided in Section 9.01(b), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding Trust Estate and the foregoingOwner Trust Estate; provided, if Xxxxx'x is a Rating Agencyhowever, that the Seller or the Servicer, as the case may be, may Servicer shall not effect any such purchase so long as the rating of NMAC by Mxxxx’x, or if NMAC shall then be unrated by Mxxxx’x, then the long-term unsecured debt obligations rating of the related entity are rated Nissan Capital of America, Inc., is less than ___“Ba1” by Mxxxx’x, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase will shall not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, subject to such assumptions as evidenced by written notice from Moody's to the Trusteefactual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to purchase the corpus of the TrustOwner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a any Collection Period following which (i) the Notional Principal Amount has been reduced to zero, and (ii) the Certificate Balance as of which the Pool Balance shall be related Distribution Date is less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by or equal to 10% of the Original Pool Balance, the Seller Servicer shall have the option to purchase the corpus of the Trust; provided that Trust at a price (the option "Optional Purchase Price") equal to purchase provided in this Section shall the fair market value of the Receivables, but not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus (i) the sum of (ix) 100% of the Class A Interest Distributable Amount Certificate Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average Note Rate, and (z) all amounts due and owing to the Surety Bond Issuer under the Agreement and the Insurance Agreement minus any amounts representing payments received on the Receivables not yet applied to the interest related thereto or to reduce the principal balance thereof. The proceeds of such sale will be deposited into the Certificate Account for distribution to the related Certificateholders (and, to the extent applicable, the Surety Bond Issuer) on the next succeeding Distribution Date. In connection with such disposition, (ii) the Tax Class IC Certificateholder is required to pay any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date fees and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify expenses of the Trustee in writing, no later than the tenth day that it would otherwise have been entitled to pursuant to this Agreement. The fair market value of the month preceding the month in which the Distribution Date as outstanding Receivables for purposes of which such purchase is to this Section 16.02 shall be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments average of the bid prices for the Receivables (including Defaulted Receivables)such assets taken as a whole, plus the appraised value of any other property held by the Trust (less liquidation expenses provided to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trusteeby two independent, and shall succeed to all interests nationally recognized dealers in and automobile loans substantially similar to the TrustReceivables. Notwithstanding Such price shall be deposited to the foregoingCertificate Account in immediatelyavailable funds by 12:00 noon, if Xxxxx'x is a Rating AgencyNew York City time, on the Seller or Business Day prior to such next succeeding Distribution Date and, upon notice to the ServicerTrustee of such deposit, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's transfer the Receivables and the Receivable Files to the Trustee. Upon such deposit of purchaser, whereupon the amount necessary to purchase the corpus of the Trust, the Servicer Certificates shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made no longer evidence any right or interest in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, Receivables or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivablesproceeds thereof.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection any Monthly Period as of which the Pool Aggregate Receivables Balance shall be is 10% or less than of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by Initial Aggregate Receivables Balance and both the Original Pool BalanceClass A-1 Notes and the Class A-2 Notes have been paid in full, the Seller Servicer shall have the option to purchase the corpus assets of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Trust other than the aggregate outstanding principal amount of Designated Accounts and the Certificates plus Certificate Distribution Account. If the sum of (i) Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is equal to or higher than Baa3 at the Class A Interest Distributable Amount for the related Distribution Datetime that it seeks to exercise such option, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To then to exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Liquidating Receivables), plus the appraised value of any such other property held by the Trust (less liquidation expenses the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the SellerServicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee; provided, that such amount (when added to any funds then on deposit in the Designated Accounts and the TrusteeCertificate Distribution Account) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds plus the sum of the Aggregate Certificate Balance and the Certificateholders' Interest Distributable Amount for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding Trust (other than the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Designated Accounts and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesCertificate Distribution Account).

Optional Purchase of All Receivables. (a) On each Distribution Date following the last day of a any Collection Period as of which the Pool Aggregate Principal Balance shall be less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by or equal to 10% of the Original Pool Balance, the Seller Servicer shall have the option to purchase the corpus Owner Trust Estate, other than the Trust Accounts (with the consent of the TrustInsurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided provided, however, that the option amount to be paid for such purchase provided (as set forth in this Section the following sentence) shall not be exercised if sufficient to pay the final distribution to Certificateholders would be less than the aggregate outstanding principal full amount of the Certificates plus the sum of (i) principal and interest then due and payable on the Class A Interest Distributable Amount for A-3 Notes then outstanding, and amounts due and unpaid to the related Distribution DateInsurer under the Insurance Agreement and amounts due to the Trustee, (ii) any unpaid Class A Interest Carryover Shortfallthe Trust Collateral Agent, (iii) the Class B Interest Distributable Amount for Collateral Agent, the related Distribution Date Backup Servicer, the Designated Backup Subservicer and (iv) any unpaid Class B Interest Carryover Shortfallthe Owner Trustee hereunder or under the Trust Agreement. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 5.6 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments Amount for the Receivables (including Defaulted Liquidated Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the SellerServicer, the Servicer Insurer (as the Controlling Party) and the TrusteeTrust Collateral Agent or such amount as the Servicer, Insurer and Trust Collateral Agent may mutually agree, and shall succeed to all interests in and to the Trust. Notwithstanding If the foregoing, if Xxxxx'x Servicer does not exercise its rights with respect to the optional purchase within 31 days of the first Distribution Date that the optional purchase is a Rating Agencypermitted, the Seller or the ServicerClass A-3 Notes will be paid additional amounts on future Distribution Dates, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's equal to the Trusteeproduct of (i) one twelfth, (ii) 0.50% and (iii) the outstanding principal balance on the Class A-3 Notes as of such Distribution Date pursuant to clause (xi) under Section 5.7 herein. Upon such deposit Such additional amounts shall not be included in the calculation of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made Noteholders’ Monthly Interest Distributable Amount or in respect of the Receivablesany other calculations derived therefrom. The Policy does not guarantee payment shall be made in of any additional amounts that become due to the manner specified in Section 4.06, and shall be distributed Class A-3 Notes pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivablesimmediately preceding sentence.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period Record Date as of which the Pool Balance shall be is 10% or less than of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by sum of the Original Pool BalanceBalance and the aggregate principal balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates, the Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid outstanding Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related such Distribution Date and (iv) any unpaid outstanding Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Record Date as of which such purchase is to be effected and, if there are any Book-Entry Certificates, the Clearing Agency in accordance with the Letter of Representations, and shall, on or before the Distribution Date on which such purchase is to occur, shall deposit pursuant to Section 4.06 14.06 in the Collection Certificate Account an amount equal to the aggregate Administrative Purchase Payments Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereofexpenses), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing; provided, if Xxxxx'x is a Rating Agencyhowever, the Seller or the Servicer, or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.0614.06(a)(i), and shall be distributed pursuant to Section 4.0714.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection any Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than of the Optional Purchase Percentage Initial Aggregate Receivables Balance and (expressed as a seven-digit decimal figureii) multiplied by the Original Pool BalanceClass A-1 Notes, the Seller Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer shall have the option to purchase the corpus assets of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate other than the aggregate outstanding principal amount of Designated Accounts and the Certificates plus Certificate Distribution Account. If the sum of (i) Servicer's long term unsecured debt rating from Moody's Investors Servxxx, Xnc. is equal to or higher than Baa3 at the Class A Interest Distributable Amount for the related Distribution Datetime that it seeks to exercise such option, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To then to exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Liquidating Receivables), plus the appraised value of any such other property held by contained in the Owner Trust Estate (less liquidation expenses the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the SellerServicer and each Trustee. If the Servicer's long term unsecured debt rating from Moody's Investors Servixx, Xxc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee; provided, that such amount (when added to any funds then on deposit in the TrusteeDesignated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding Owner Trust Estate (other than the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Designated Accounts and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesCertificate Distribution Account).

Optional Purchase of All Receivables. (a) On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Seller Servicer or any successor to the Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Trust; provided that the option to purchase provided in this Section shall Owner Trust Estate (whether or not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount such assets then comprise all or a portion of the Certificates plus Trust Estate) for an amount equal to the sum of Optional Purchase Price (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall"Optional Purchase"). To exercise such option, the Seller or the Servicer, Servicer or any successor to the Servicer, as the case may be, Servicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 5.05 in the Collection Account an amount equal to the aggregate Administrative Optional Purchase Payments for Price (or the Receivables (including Defaulted Receivablesdeposit in cash of such lesser amount as provided in Section 9.01(b), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding Trust Estate and the foregoingOwner Trust Estate; provided, if Xxxxx'x is a Rating Agencyhowever, that the Seller or the Servicer, as the case may be, may Servicer shall not effect any such purchase so long as the rating of NMAC by Moody's, or if the long-term unsecured debt obligations NMAC shall then be unrated by Moody's, then thx xxxxxg of the related entity are rated less than ___Nissan Capital of America, Inc., xx xxxx then "Ba1" by Moody's, unless the Owner Trustee shall have and the Indenture Trustee sxxxx xxve received an Opinion of Counsel to the effect that such purchase will shall not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, subject to such assumptions as evidenced by written notice from Moody's to the Trusteefactual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to purchase the corpus of the TrustOwner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a any Collection Period following which the Certificate Principal Balance as of which the Pool Balance shall be related Distribution Date is less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by or equal to 10% of the Original Pool Balance, the Seller Servicer shall have the option to purchase the corpus of the Trust; provided that Trust at a price (the option "Optional Purchase Price") equal to purchase provided in this Section shall the fair market value of the Receivables, but not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (ix) 100% of the Certificate Principal Balance, (y) accrued and unpaid interest on such amount computed at a rate equal to the weighted average Note Rate, and (z) all amounts due and owing to the Insurer under this Agreement and the Insurance Agreement minus any amounts representing payments received on the Receivables not yet applied to the interest related thereto or to reduce the principal balance thereof. The proceeds of such sale will be deposited into the Certificate Account for distribution to the Certificateholders (and, to the extent applicable, the Insurer) on the next succeeding Distribution Date. In connection with such disposition, the Class A Interest Distributable Amount for the related Distribution Date, (ii) IC Certificateholder is required to pay any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date fees and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify expenses of the Trustee in writing, no later than the tenth day that it would otherwise have been entitled to pursuant to this Agreement. The fair market value of the month preceding the month in which the Distribution Date as outstanding Receivables for purposes of which such purchase is to this Section 16.02 shall be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments average of the bid prices for the Receivables (including Defaulted Receivables)such assets taken as a whole, plus the appraised value of any other property held by the Trust (less liquidation expenses provided to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trusteeby two independent, and shall succeed to all interests nationally recognized dealers in and automobile loans substantially similar to the TrustReceivables. Notwithstanding Such price shall be deposited to the foregoingCertificate Account in immediately available funds by 12:00 noon, if Xxxxx'x is a Rating AgencyNew York City time, on the Seller or Business Day prior to such next succeeding Distribution Date and, upon notice to the ServicerTrustee of such deposit, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's transfer the Receivables and the Receivable Files to the Trustee. Upon such deposit of purchaser, whereupon the amount necessary to purchase the corpus of the Trust, the Servicer Certificates shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made no longer evidence any right or interest in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, Receivables or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivablesproceeds thereof.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection any Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than of the Optional Purchase Percentage Aggregate Starting Receivables Balance and (expressed as a seven-digit decimal figureii) multiplied by the Original Pool BalanceClass A-1 Notes, the Seller Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer shall have the option to purchase the corpus assets of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate other than the aggregate outstanding principal amount of Designated Accounts and the Certificates plus Certificate Distribution Account. If the sum of (i) Servicer's long term unsecured debt rating from Moody's is equal to or higher than Baa3 at the Class A Interest Distributable Amount for the related Distribution Datetime that it seeks to exxxxxxx such option, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To then to exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Liquidating Receivables), plus the appraised value of any such other property held by contained in the Owner Trust Estate (less liquidation expenses the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the SellerServicer and each Trustee. If the Servicer's long term unsecured debt rating from Moody's is less than Baa3 at the time that it seeks to exercise such oxxxxx, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee; provided, that such amount (when added to any funds then on deposit in the TrusteeDesignated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding Owner Trust Estate (other than the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Designated Accounts and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesCertificate Distribution Account).

Optional Purchase of All Receivables. On each Distribution Date following As of the last day of a any Collection Period as of which the Pool Balance Factor shall be equal to or less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool BalancePercentage, the Seller Servicer shall have the option to purchase the corpus of Trust Property from the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 4.4 in the Collection Account an amount equal to the lesser of (i) the aggregate Administrative Purchase Payments Amount for the Receivables and (including Defaulted Receivables), plus ii) the appraised fair market value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the TrusteeReceivables, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence, together with the other amounts on deposit in the Collection Account, is a Rating Agency, greater than or equal to the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations sum of the related entity are rated less than ___, outstanding principal amount of the Notes and all accrued but unpaid interest (including any overdue interest) thereon. The amount deposited in the Collection Account pursuant to this Section 8.1 shall be used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The purchase of the Trust Property pursuant to this Section shall not be permitted unless the Servicer provides to the Indenture Trustee shall have received and the Owner Trustee an Opinion of Counsel in form reasonably satisfactory to the Indenture Trustee and the Owner Trustee to the effect that such purchase will not constitute a fraudulent conveyancetransfer of assets of the Servicer under applicable state and federal law; provided that this sentence may be deleted or modified with the consent of Moody's and without the consent of any Securityholder, the Indenture Trustee or Xxxxx'x is otherwise satisfied, as evidenced by the Owner Trustee. The Servicer or the Issuer shall furnish written notice from Moodyof the Servicer's election to exercise such option to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Indenture Trustee and the ServicerRating Agencies at least 10 days', or any successor but not more than 30 days', prior to the Servicer, elect Payment Date on which such purchase shall occur (and the Indenture Trustee shall promptly furnish such notice to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesNoteholders).

Optional Purchase of All Receivables. On each Distribution Date following As of the last day of a any Collection Period as of which the Pool Balance Factor shall be equal to or less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool BalancePercentage, the Seller Master Servicer shall have the option to purchase the corpus of Trust Property from the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Master Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 4.4 in the Collection Account an amount equal to the greater of (i) the aggregate Administrative Purchase Payments 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 other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the 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 (which bidders shall not include the Depositor, the Seller or any of their respective Affiliates). Notwithstanding the foregoing, if Xxxxx'x the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence, together with the other amounts on deposit in the Collection Account, is a Rating Agencygreater than or equal to the sum of the outstanding principal amount of the Notes and all accrued but unpaid interest (including any overdue 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 payable by the Trust for fees or other reimbursable amounts to the Receivables Servicer, the Seller or the Master Servicer, as the case may beSecurities Administrator, may not effect any such purchase if the long-term unsecured debt obligations of Administrator, the related entity are rated less than ___, unless Owner Trustee and the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Indenture Trustee. Upon such deposit of The amount deposited in the amount necessary Collection Account pursuant to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment Section 8.1 shall be made used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner specified set forth in Section 4.06Article IV. The Master Servicer or the Issuer shall furnish written notice of the Master Servicer's election to exercise such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee, each Counterparty and the Rating Agencies at least 10 days, but not more than 30 days, prior to the Payment Date on which such purchase shall be distributed pursuant occur (and the Indenture Trustee shall cause the Securities Administrator to Section 4.07promptly furnish such notice to the Noteholders). In addition, if any Certificateholder is a Person who is not an Affiliate of the event that both the Seller and the Servicer, or any successor Depositor (as certified in writing to the ServicerMaster Servicer by such Certificateholder), elect the Master Servicer shall exercise the option to purchase the Receivables pursuant in accordance with this Section 8.1 only if directed to this Sectiondo so, or consented to in writing by each such non-Affiliated Certificateholder. The Master Servicer shall have no responsibility to determine whether any Certificateholder is or is not an Affiliate of the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesDepositor.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection Period Record Date as of which the Pool Balance shall be is 10% or less than of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by sum of the Original Pool BalanceBalance and the Aggregate Principal Balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates, the Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Owner Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Record Date as of which such purchase is to be effected and, if there are any book-entry Securities, the Clearing Agency in accordance with the related Letter of Representations, and shall, on or before the Distribution Date on which such purchase is to occur, shall deposit pursuant to Section 4.06 6.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereofLiquidation Expenses), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Owner Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing; provided, if Xxxxx'x is a Rating Agencyhowever, the Seller or the Servicer, or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___Baa3, unless the Owner Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.066.06(a)(i), and shall be distributed pursuant to Section 4.076.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Owner Trustee (based on the Owner Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a any Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the sum of the Original Pool Balance, Balance [and the Seller aggregate Principal Balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates,] the Originator or the Servicer shall have the option to purchase the corpus of the Trust; provided that Trust [(with the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount consent of the Certificates plus Certificate Insurer, if such purchase would result in a claim on the sum Policy or would result in any amount owing to the Certificate Insurer or to the Holders of (i) the Class A Interest Distributable Amount for Certificates remaining unpaid)]; provided, however, that if both the related Distribution DateOriginator and the Servicer desire to effect such purchase, (ii) the Originator shall have the preferential right to effect such purchase; 102 provided, further, that neither the Originator nor the Servicer may effect any unpaid Class A Interest Carryover Shortfallsuch purchase unless the Originator shall have received an Opinion of Counsel, (iii) and shall have delivered it to the Class B Interest Distributable Amount for Trustee to the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfalleffect that such purchase would not constitute a fraudulent conveyance. The Originator or the Servicer, as applicable, shall notify each Rating Agency of such purchase. To exercise such option, option the Seller Originator or the ServicerServicer ([or the Certificate Insurer], or any successor to the Servicer, as the case may be, if applicable) shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 4.5 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments Amount for the Receivables (including Defaulted defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the SellerOriginator or the Servicer, as applicable, [the Servicer Certificate Insurer] and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating AgencyFor purposes of this Section, the Seller or the Servicer, as the case may be, may Purchase Amount shall not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated be less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase permit the corpus full distribution of the TrustClass A Certificate Balance, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06plus accrued and unpaid interest thereon, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt as of such notice) shall be permitted to purchase the Receivablesdate of repurchase.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a Collection any ----------------------------------- Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than of the Optional Purchase Percentage Aggregate Starting Receivables Balance and (expressed as a seven-digit decimal figureii) multiplied by the Original Pool BalanceClass A-1 Notes, the Seller Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer shall have the option to purchase the corpus assets of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate other than the aggregate outstanding principal amount of Designated Accounts and the Certificates plus Certificate Distribution Account. If the sum of (i) Servicer's long term unsecured debt rating from Xxxxx'x is equal to or higher than Baa3 at the Class A Interest Distributable Amount for the related Distribution Datetime that it seeks to exercise such option, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To then to exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Liquidating Receivables), plus the appraised value of any such other property held by contained in the Owner Trust Estate (less liquidation expenses the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the SellerServicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the appraised value of the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (less the Liquidation Expenses to be incurred in connection with the recovery thereof), such values to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee; provided, that such amount (when added to any funds then on deposit in the TrusteeDesignated Accounts) must be at least equal to the aggregate Redemption Price of the outstanding Notes to be redeemed with such proceeds for the Distribution Date related to the Monthly Period in which such option is exercised. Thereupon, and the Servicer shall succeed to all interests in and to the Trust. Notwithstanding Owner Trust Estate (other than the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 4.07. In the event that both the Seller Designated Accounts and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesCertificate Distribution Account).

Optional Purchase of All Receivables. (a) On each Distribution the Payment Date following the last day of a any Collection Period as of which the Pool Balance shall be is 10% or less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by of the Original Pool Balance, the Seller Servicer or any successor to the Servicer shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less Owner Trust Estate, other than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer Accounts and the Trustee, and shall succeed to all interests in and to the TrustCertificate Distribution Account. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller Servicer or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than ___, Baa3 by Xxxxx'x or BBB- by Standard & Poor's unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase will would not constitute a fraudulent conveyance, conveyance or Xxxxx'x the Rating Agency is otherwise satisfied, satisfied as evidenced by written notice from Moody's the Rating Agency to the Indenture Trustee. Upon To exercise such option, on the related Deposit Date the Servicer shall deposit pursuant to Section 4.05(a) in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any such other property held by the amount necessary Issuer other than the Accounts and the Certificate Distribution Account, such value to purchase be determined by an appraiser mutually agreed upon by the corpus of Servicer and the TrustTrustees, and shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall for all purposes of this Agreement not be deemed permitted to have released all claims for reimbursement of Outstanding Advances made in respect of exercise such option if the Receivables. The payment shall be made in the manner specified in Section 4.06, and shall amount to be distributed pursuant to Section 4.07Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Indenture Trustee (based on the Indenture Trustee's receipt of such notice) shall be permitted to purchase the Receivables.

Optional Purchase of All Receivables. On each Distribution Date following As of the last day of a any Collection Period as of which the Pool Balance Factor shall be equal to or less than the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool BalancePercentage, the Seller Master Servicer shall have the option to purchase the corpus of Trust Property from the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, Master Servicer shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 4.4 in the Collection Account an amount equal to the greater of (i) the aggregate Administrative Purchase Payments 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 other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the 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, if Xxxxx'x the Master Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding sentence, together with the other amounts on deposit in the Collection Account, is a Rating Agencygreater than or equal to the sum of the outstanding principal amount of the Notes and all accrued but unpaid interest (including any overdue 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 payable by the Trust for fees or other reimbursable amounts to the Receivables Servicers, the Seller or the Master Servicer, as the case may beSecurities Administrator, may not effect any such purchase if the long-term unsecured debt obligations of Administrator, the related entity are rated less than ___, unless Owner Trustee and the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Indenture Trustee. Upon such deposit of The amount deposited in the amount necessary Collection Account pursuant to purchase the corpus of the Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment Section 8.1 shall be made used on the next Payment Date to make payments in full to Noteholders and Certificateholders in the manner specified set forth in Section 4.06Article IV. The Master Servicer or the Issuer shall furnish written notice of the Master Servicer's election to exercise such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee, each Counterparty and the Rating Agencies at least 10 days, but not more than 30 days, prior to the Payment Date on which such purchase shall be distributed pursuant occur (and the Indenture Trustee shall cause the Securities Administrator to Section 4.07promptly furnish such notice to the Noteholders). In addition, if any Certificateholder is a Person who is not an Affiliate of the event that both the Seller and the Servicer, or any successor Depositor (as certified in writing to the ServicerMaster Servicer by such Certificateholder), elect the Master Servicer shall exercise the option to purchase the Receivables pursuant in accordance with this Section 8.1 only if directed to this Sectiondo so, or consented to in writing by each such non-Affiliated Certificateholder. The Master Servicer shall have no responsibility to determine whether any Certificateholder is or is not an Affiliate of the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the ReceivablesDepositor.

Optional Purchase of All Receivables. On each Distribution Date following the last day of a any Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the sum of the Original Pool BalanceBalance and the aggregate Principal Balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates, the Seller Originator or the Servicer shall have the option to purchase the corpus of the Trust; provided that Trust (with the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount consent of the Certificates plus Certificate Insurer, if such purchase would result in a claim on the sum Policy or would result in any amount owing to the Certificate Insurer or to the Holders of (i) the Class A Interest Distributable Amount for Certificates remaining unpaid); PROVIDED, HOWEVER, that if both the related Distribution DateOriginator and the Servicer desire to effect such purchase, (ii) the Originator shall have the preferential right to effect such purchase; PROVIDED, FURTHER, that neither the Originator nor the Servicer may effect any unpaid Class A Interest Carryover Shortfallsuch purchase unless the Originator shall have received an Opinion of Counsel, (iii) and shall have delivered it to the Class B Interest Distributable Amount for Trustee to the related Distribution Date and (iv) any unpaid Class B Interest Carryover Shortfalleffect that such purchase would not constitute a fraudulent conveyance. The Originator or the Servicer, as applicable, shall notify each Rating Agency of such purchase. To exercise such option, option the Seller Originator or the ServicerServicer (or the Certificate Insurer, or any successor to the Servicer, as the case may be, if applicable) shall notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be effected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 4.06 4.5 in the Collection Account an amount equal to the aggregate Administrative Purchase Payments Amount for the Receivables (including Defaulted defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses to be incurred in connection with the recovery thereof)Trust, such value to be determined by an appraiser mutually agreed upon by the SellerOriginator or the Servicer, as applicable, the Servicer Certificate Insurer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating AgencyFor purposes of this Section, the Seller or the Servicer, as the case may be, may Purchase Amount shall not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated be less than ___, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase permit the corpus full distribution of the TrustClass A Certificate Balance, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The payment shall be made in the manner specified in Section 4.06plus accrued and unpaid interest thereon, and shall be distributed pursuant to Section 4.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt as of such notice) shall be permitted to purchase the Receivables.date of repurchase. 107