Common use of Optional Repurchase Clause in Contracts

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding Series of Notes is reduced to less than 10% of the sum of the highest Outstanding Dollar Principal Amount of each such Series at any time; provided, however, that in no event shall such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any Series of Notes is Outstanding. If the Transferor elects to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Trust or the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Transferor); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Transferor will not redeem such Notes if 25% or more the provisions of the Initial Dollar Principal Amount related Indenture Supplement would prevent the payment of any such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any time; provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer Issuing Entity to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, accrued but unpaid interest and any additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool One Supplement and such Indenture Supplement. If the Transferor Issuing Entity is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Bank Account for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Series or Class or Tranche of Notes, the Transferor (but only if Trust or the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding a Series or Class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding such Series or Class of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any time; providedtime (or such other percentage as shall be specified from time to time by the Transferor), however, that but in no event shall such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any such Series is still Outstanding; provided, however, that if such Class of Notes redeemed is of a Subordinated Class of Notes, the Transferor will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor elects to redeem the a Series or Class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, a Series or Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class Series or TrancheClass, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche Class to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, such Series or Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class such Series or TrancheClass, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Series or Class or Tranche will be applied to make the principal and interest payments on that Series, Series or Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class Series or Tranches Classs will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a subordinated class, the Transferor will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Aggregate Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes Series, Class or Tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% Series, Class or more of the Initial Dollar Principal Amount of any Series Tranche of Notes is Outstandingof a Subordinated Class, the Transferor will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such Subordinated Note until a level of prefunding of the Principal Funding sub-Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is no longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders Noteholders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or such Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or such Tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided (a) The Series 2023-5 Notes shall be subject to repurchase by ABRCF at its option in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate accordance with Section 6.3 of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series of Notes in whole but not in part Base Indenture on any day on or Distribution Date (any such Distribution Date, a “Clean-up Repurchase Distribution Date”) after the day on which the aggregate Outstanding Dollar Principal Series 2023-5 Invested Amount (after giving effect to all payments on such day) of all Outstanding Series of Notes is reduced to an amount less than or equal to 10% of the sum of the highest Outstanding Dollar Principal Class A Initial Invested Amount, the Class B Initial Invested Amount, the Class C Initial Invested Amount, the Class D Notes Initial Invested Amount, the Class R Initial Invested Amount and the aggregate principal amount of each any Additional Class R Notes (the “Series 2023-5 Repurchase Amount”). The repurchase price for any Series 2023-5 Note subject to a Clean-up Repurchase shall equal the aggregate outstanding principal balance of such Series 2023-5 Note (determined after giving effect to any payments of principal and interest on such Distribution Date), plus accrued and unpaid interest on such outstanding principal balance. (b) The Series 2023-5 Notes shall also be subject to repurchase at any time; provided, however, that in no event shall such optional redemption occur if 25% or more the election of the Initial Dollar Principal Amount ABRCF in accordance with Section 6.3 of the Base Indenture, in whole but not in part, on any Series of Notes is Outstanding. If the Transferor elects to redeem the NotesDistribution Date (any such Distribution Date, it will cause the Issuer to notify the Holders of such redemption at least 30 days an “Optional Repurchase Distribution Date”) that occurs prior to the redemption date. Unless otherwise specified in earlier to occur of (x) the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% commencement of the Outstanding Dollar Principal Amount Series 2023-5 Rapid Amortization Period and (y) the Clean-up Repurchase Distribution Date (any such repurchase, an “Optional Repurchase”). The repurchase price for any Series 2023-5 Note subject to an Optional Repurchase shall equal (1) the aggregate outstanding principal balance of such Series, Class or TrancheSeries 2023-5 Note (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date), plus accrued, unpaid and additional interest or principal accreted (2) accrued and unpaid interest on such Tranche outstanding principal balance (determined after giving effect to but excluding any payments made pursuant to Section 2.4 on such Distribution Date) plus (3) the date of redemption, the payment of which will be subject Make Whole Payment with respect to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplementsuch Series 2023-5 Note.

Optional Repurchase. Unless otherwise provided (a) The Series 2023-2 Notes shall be subject to repurchase by ABRCF at its option in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate accordance with Section 6.3 of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series of Notes in whole but not in part Base Indenture on any day on or Distribution Date (any such Distribution Date, a “Clean-up Repurchase Distribution Date”) after the day on which the aggregate Outstanding Dollar Principal Series 2023-2 Invested Amount (after giving effect to all payments on such day) of all Outstanding Series of Notes is reduced to an amount less than or equal to 10% of the sum of the highest Outstanding Dollar Principal Class A Initial Invested Amount, the Class B Initial Invested Amount, the Class C Initial Invested Amount, the Class D Notes Initial Invested Amount, the Class R Initial Invested Amount and the aggregate principal amount of each any Additional Class R Notes (the “Series 2023-2 Repurchase Amount”). The repurchase price for any Series 2023-2 Note subject to a Clean-up Repurchase shall equal the aggregate outstanding principal balance of such Series 2023-2 Note (determined after giving effect to any payments of principal and interest on such Distribution Date), plus accrued and unpaid interest on such outstanding principal balance. (b) The Series 2023-2 Notes shall also be subject to repurchase at any time; provided, however, that in no event shall such optional redemption occur if 25% or more the election of the Initial Dollar Principal Amount ABRCF in accordance with Section 6.3 of the Base Indenture, in whole but not in part, on any Series of Notes is Outstanding. If the Transferor elects to redeem the NotesDistribution Date (any such Distribution Date, it will cause the Issuer to notify the Holders of such redemption at least 30 days an “Optional Repurchase Distribution Date”) that occurs prior to the redemption date. Unless otherwise specified in earlier to occur of (x) the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% commencement of the Outstanding Dollar Principal Amount Series 2023-2 Rapid Amortization Period and (y) the Clean-up Repurchase Distribution Date (any such repurchase, an “Optional Repurchase”). The repurchase price for any Series 2023-2 Note subject to an Optional Repurchase shall equal (1) the aggregate outstanding principal balance of such Series, Class or TrancheSeries 2023-2 Note (determined after giving effect to any payments made pursuant to Section 2.5(a) on such Distribution Date), plus accrued, unpaid and additional interest or principal accreted (2) accrued and unpaid interest on such Tranche outstanding principal balance (determined after giving effect to but excluding any payments made pursuant to Section 2.4 on such Distribution Date) plus (3) the date of redemption, the payment of which will be subject Make Whole Payment with respect to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplementsuch Series 2023-2 Note.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to cause the Issuer to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of the Notes of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer will not cause the Issuer to redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to cause the Issuer to redeem the a series or class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor Servicer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche class will be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches classes will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor Servicer (but only if as defined in the Transferor is the Servicer applicable Indenture Supplement) or an any Affiliate of the Servicer) thereof has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments payments, if any, on such that day) of all Outstanding Series of Notes such Series, Class or Tranche is reduced to less than 105% of the sum of the highest Outstanding Dollar Principal Amount of each (or such Series at other percentage as shall be specified from time to time by such Servicer or any timeAffiliate thereof, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, such Servicer or any Affiliate thereof will not redeem such Notes if 25% or more the provisions of the Initial Dollar Principal Amount related Indenture Supplement would prevent the payment of any such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor such Servicer or any Affiliate thereof elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each such Series, Class or Tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding Series of Notes is reduced to less than 10% of the sum of the highest Outstanding Dollar Principal Amount of each such Series at any time; provided, however, that in no event shall such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any Series of Notes is Outstanding. If the Transferor elects to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any time; provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes to be redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series of Notes has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer Issuing Entity to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche of Notes so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or TrancheTranche of Notes, plus accrued, accrued but unpaid interest and any additional interest or principal accreted and unpaid on such Tranche of Notes to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool One Supplement and such Indenture Supplement. If the Transferor Issuing Entity is unable to pay the redemption price in full on the redemption datedate for any Series, Class or Tranche of Notes, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or TrancheTranche of Notes, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Bank Account for a Tranche of Notes to be redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches to be redeemed will be made in accordance with the related Indenture Supplement.

Optional Repurchase. (a) Unless otherwise provided in the applicable Indenture Supplement terms document for a Series, Class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) Issuer has the right, but not the obligation, to redeem all Outstanding Series a tranche of Notes of a Multiple Issuance Series in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a subordinated class, the Issuer will not redeem such Notes if it will leave the senior classes of Notes of that series with less than the applicable Required Subordinated Amount. If the Transferor Issuer elects to redeem the Notesa tranche of Notes of a Multiple Issuance Series, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class or Tranche a tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to Article V. (b) Unless otherwise provided in the allocationsapplicable terms document for a series of Notes of a Single Issuance Series, deposits and payments sections the Issuer has the right, but not the obligation, to redeem Notes of a Single Issuance Series in whole but not in part on any day on or after the related Indenture Supplementday on which the 120 aggregate Nominal Liquidation Amount of such series is reduced to less than 5% of its Initial Dollar Principal Amount. If the Transferor Issuer elects to redeem Notes of a Single Issuance Series, it will notify the Holders of such redemption at least 30 days prior to the redemption date. The redemption price of a series so redeemed will equal the Outstanding Dollar Principal Amount of such series, plus interest accrued and unpaid or principal accreted and unpaid on such tranche to but excluding the date of redemption, the payment of which will be subject to Article V. If the Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. V. Any funds in any Supplemental Issuer Accounts the Principal Funding Account, the Interest Funding Account and, in the case of Class C Notes, the Class C Reserve Account for a redeemed Series, Class or Tranche tranche will be applied to make the principal and interest payments on that Series, Class or Tranche tranche on the redemption date in accordance with the related Indenture Supplement. date, subject to Article V. Principal payments on redeemed Series, Class or Tranches tranches will be made first to the Class A Notes until paid in accordance with full, then to the related Indenture SupplementClass B Notes until paid in full and finally to the Class C Notes until paid in full.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Servicer, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer Issuing Entity to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Transferor Issuing Entity is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Bank Account for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% [10]% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to redeem the a series or class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor [Servicer] is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche class will be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches classes will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a Subordinated Class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding account or sub-accounts, as applicable, for the Senior Classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is no longer required to provide subordination protection for the Senior Classes of that series. If the Transferor Servicer elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Seriesseries, Class class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche series, class or tranche to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Seriessuch series, Class class or Tranche tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Seriessuch series, Class class or Tranchetranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocationsallocation, deposits deposit and payments sections payment provisions of this Indenture and the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Seriesseries, Class class or Tranche tranche will be applied to make the principal and interest payments on that Seriesseries, Class class or Tranche tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Seriesseries, Class classes or Tranches tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Series or Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding a Series or Class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Collateral Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes or Class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% Series or more of the Initial Dollar Principal Amount of any Series Class of Notes is Outstandingof a subordinated Class, the Servicer shall not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a senior Class of Notes is no longer required to provide subordination protection for the senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series or Class of Notes, it will shall cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, a Series or Class or Tranche so redeemed will shall equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or TrancheClass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche Class to but excluding the date of redemption, the payment of which will shall be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor [Servicer] is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, such Class or Tranche of Notes will shall thereafter be made until either the Outstanding Dollar 81 Principal Amount of each Series, Class or Tranchesuch Class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Final Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche will shall be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will Classes shall be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a Subordinated Class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding account or sub-accounts, as applicable, for the Senior Classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is no longer required to provide subordination protection for the Senior Classes of that series. If the Transferor Servicer elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Seriesseries, Class class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche series, class or tranche to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Seriessuch series, Class class or Tranche tranche of Notes will thereafter be made on each following Distribution Date until either the Outstanding Dollar Principal Amount principal amount of each Seriessuch series, Class class or Tranchetranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocationsallocation, deposits deposit and payments sections payment provisions of this Indenture and the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Seriesseries, Class class or Tranche tranche will be applied to make the principal and interest payments on that Seriesseries, Class class or Tranche tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Seriesseries, Class classes or Tranches tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Series or Class or Tranche of Notes, the Transferor (but only if Trust or the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding a Series or Class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) of all Outstanding such Series or Class of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any time; providedtime (or such other percentage as shall be specified from time to time by the Transferor), however, that but in no event shall such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any such Series is still Outstanding; provided, however, that if such Class of Notes redeemed is of a Subordinated Class of Notes, the Transferor will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor elects to redeem the a Series or Class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, a Series or Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class Series or TrancheClass, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche Class to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, such Series or Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class such Series or TrancheClass, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Series or Class or Tranche will be applied to make the principal and interest payments on that Series, Series or Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Series or Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to redeem the a series or class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor Servicer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche class will be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches classes will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Servicer, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer Indenture Trustee to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, but unpaid interest and any additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuing Entity is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Bank Account for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Series or Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding a Series or Class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes or Class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% Series or more of the Initial Dollar Principal Amount of any Series Class of Notes is Outstandingof a subordinated Class, the Servicer shall not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a senior Class of Notes is no longer required to provide subordination protection for the senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series or Class of Notes, it will shall cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, a Series or Class or Tranche so redeemed will shall equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or TrancheClass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche Class to but excluding the date of redemption, the payment of which will shall be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor Servicer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, such Class or Tranche of Notes will shall thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch Class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Final Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche will shall be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will Classes shall be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to cause the Issuer to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer will not cause the Issuer to redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to cause the Issuer to redeem the a series or class of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. If the Transferor Servicer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections provisions of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche class will be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches classes will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided In connection with the termination of the Issuer’s Secured Liquidity Notes program (other than a termination through the replacement of such program with a facility having substantially similar terms; any such replacement facility may be deemed to have substantially similar terms even though interest rate spreads may differ), and repayment of all of the Senior Notes and upon satisfaction of the requirements included in the applicable Indenture Supplement for a SeriesProgram Documents (including the payment of any amounts due and owing to the Senior Secured Parties), Class or Tranche of the Series 2006-A Subordinated Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem together with all Outstanding other outstanding Series of Notes Subordinated Notes, may be repurchased (an “Optional Repurchase”), in whole but not in part part, by the Issuer on any day on or after Payment Date upon not more than sixty (60) nor less than thirty (30) days’ prior notice to the day on which Subordinated Noteholders at a price equal to the aggregate Outstanding Dollar outstanding Principal Amount (after giving effect thereof together with any accrued and unpaid interest thereon, any Interest Shortfall and interest thereon to all payments on such day) the date of repurchase and the aggregate amount of all Outstanding Series of Notes is reduced to less than 10% Principal Amount Charge-Offs that have not been reinstated (unless each holder of the sum Series 2006-A Subordinated Notes waives the payment of such Principal Amount Charge-Offs); provided, that the highest Outstanding Dollar Issuer shall effect an Optional Repurchase at the written request of any Swap Counterparty given no earlier than the sixtieth (60th) day following the date that the last Mortgage Loan has been sold and all the Senior Notes have been satisfied following a Termination Event at a purchase price equal to the aggregate outstanding Principal Amount of each the Subordinated Notes of all Series on such Series at any time; providedPayment Date, however, that in no event shall such optional redemption occur if 25% or more of plus accrued and unpaid interest on the Initial Dollar unpaid aggregate Principal Amount of the Subordinated Notes of all Series and any Series of Notes is Outstanding. If the Transferor elects Interest Shortfalls and interest thereon to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplementrepurchase.

Optional Repurchase. Unless otherwise provided in At any time during the applicable Indenture Supplement for a Series, Class or Tranche of NotesCall Period, the Transferor (but only if Issuer may repurchase the Transferor is the Servicer or an Affiliate of the Servicer) has the rightNotes in whole, but not in part, at the obligationdirection of the Holders of 662/3% of the Outstanding Principal Balance of the Class F Notes pursuant to Section 10.01 of the Sale and Servicing Agreement, to redeem all Outstanding Series of Notes in whole but not in part on any day on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) Holders of all Outstanding Series of Notes is reduced to less than 10662/3% of the sum Outstanding Principal Balance of the highest Outstanding Dollar Principal Amount of each such Series at any time; provided, however, that in no event shall such optional redemption occur if 25% or more Class F Notes provides notice to the Issuer and the Indenture Trustee of the Initial Dollar Principal Amount of any Series of Notes is Outstanding. If the Transferor elects election to redeem the Notes, it will cause the Issuer to notify repurchase the Notes. The Holders of 662/3% of the Outstanding Principal Balance of the Class F Notes may exercise the option to cause the Issuer to repurchase Notes pursuant to Section 10.01 of the Sale and Servicing Agreement by directing the Issuer to deposit in full in the Note Distribution Account an amount equal to the Repurchase Price by no later than 12:00p.m. (New York City time) on the Repurchase Date. If the Notes are to be repurchased pursuant to this Section 10.01, the Issuer shall furnish the Indenture Trustee and the Rating Agencies notice of such redemption at least 30 repurchase no later than ten days prior to the redemption date. Unless otherwise specified proposed Repurchase Date and the Issuer shall deposit with the Indenture Trustee in the Indenture Supplement or Terms Document applicable to Note Distribution Account the Repurchase Price of the Notes to be so redeemedrepurchased on the Repurchase Date, and all such Notes shall be due and payable on the redemption price Repurchase Date upon the furnishing of a notice complying with Section 10.05 to each Series, Class or Tranche so redeemed will equal 100Holder of Notes. The Holders of at least 662/3% of the Outstanding Dollar Principal Amount Balance of such Series, the Class F Notes may withdraw any notice of repurchase or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche specify a new Repurchase Date at any time prior to but excluding the date proposed Repurchase Date set forth in any prior notice of redemptionrepurchase by providing written notice to the Indenture Trustee, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII Owner Trustee and the allocations, deposits and payments sections of Rating Agencies by no later than the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplementsecond Business Day preceding such Repurchase Date.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class series or Tranche class of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series or class of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series or class is reduced to less than 10% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series or more of the Initial Dollar Principal Amount of any Series class of Notes is Outstandingof a subordinated class, the Servicer shall not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to redeem the a series or class of Notes, it will shall cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class a series or Tranche class so redeemed will shall equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Trancheclass, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche class to but excluding the date of redemption, the payment of which will shall be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such class of Notes will shall thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch class, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche will class shall be applied to make the principal and interest payments on that Series, Class or Tranche class on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will classes shall be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Servicer, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer Issuing Entity to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, accrued but unpaid interest and any additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Transferor Issuing Entity is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each such Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Bank Account for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day Payment Date on or after the day Payment Date on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such dayPayment Date) of all Outstanding Series such Series, Class or Tranche of Notes is reduced to less than 10% of the sum of the its highest Outstanding Dollar Principal Amount of each such Series at any timetime (or such other percentage as shall be specified from time to time by the Servicer, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Servicer will not redeem such Notes if 25% or more the provisions of the Initial Dollar related Indenture Supplement would prevent the payment of such Subordinated Notes until a level of prefunding of the Principal Amount Funding Accounts for the Senior Classes of any Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Servicer elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid Asset Pool Supplement and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a subordinated class, the Servicer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Servicer elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to Article V, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche tranche will be applied to make the principal and interest payments on that Series, Class or Tranche tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. (a) Unless otherwise provided in the applicable Indenture Supplement terms document for a Series, Class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) Issuer has the right, but not the obligation, to redeem all Outstanding Series a tranche of Notes of a Multiple Issuance Series in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a subordinated class, the Issuer will not redeem such Notes if it will leave the senior classes of Notes of that series with less than the applicable Required Subordinated Amount. If the Transferor Issuer elects to redeem the Notesa tranche of Notes of a Multiple Issuance Series, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class or Tranche a tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to Article V. (b) Unless otherwise provided in the allocationsapplicable terms document for a series of Notes of a Single Issuance Series, deposits and payments sections the Issuer has the right, but not the obligation, to redeem Notes of a Single Issuance Series in whole but not in part on any day on or after the related Indenture Supplementday on which the aggregate Nominal Liquidation Amount of such series is reduced to less than 5% of its Initial Dollar Principal Amount. If the Transferor Issuer elects to redeem Notes of a Single Issuance Series, it will notify the Holders of such redemption at least 30 days prior to the redemption date. The redemption price of a series so redeemed will equal the Outstanding Dollar Principal Amount of such series, plus interest accrued and unpaid or principal accreted and unpaid on such tranche to but excluding the date of redemption, the payment of which will be subject to Article V. If the Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts the Principal Funding Account and Interest Funding Account for a redeemed Series, Class or Tranche tranche will be applied to make the principal and interest payments on that Series, Class or Tranche tranche on the redemption date in accordance with the related Indenture Supplementdate. Principal payments on redeemed Series, Class or Tranches tranches will be made first to the Class A Notes until paid in accordance with full, then to the related Indenture SupplementClass B Notes until paid in full and finally to the Class C Notes until paid in full.

Optional Repurchase. Unless otherwise provided in the ------------------- applicable Indenture Supplement or terms document for a Series, Class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) Issuer has the right, but not the obligation, to redeem all Outstanding Series a tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur tranche of -------- ------- Notes is of a subordinated class, the Issuer will not redeem such Notes if 25% or more the provisions of the Initial Dollar Principal Amount related Indenture Supplement would prevent the payment of any Series such subordinated Note until a level of prefunding of the principal funding sub- accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is Outstandingno longer required to provide subordination protection for the senior classes of that series. Notes of that series with less than the applicable Required Subordinated Amount. If the Transferor Issuer elects to redeem the a tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Series, Class or Tranche a tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits Article V and payments sections of the related Indenture Supplement. --------- If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche tranche will be applied to make the principal and interest payments on that Series, Class or Tranche tranche on the redemption date in accordance with the related Indenture SupplementSupplement and terms document. Principal payments on redeemed Series, Class or Tranches tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided Class A Notes and Class B Notes shall be subject to repurchase in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) has the rightwhole, but not in part, by NFLP at its option in accordance with Section 6.3 of the obligationBase Indenture, as follows: (a) with respect to redeem all Outstanding Series of Notes in whole but not in part the Class A Notes, on any day Distribution Date on or after the day on which the aggregate Outstanding Dollar Class A Principal Balance is reduced to an amount less than or equal to 10` of the Class A Initial Invested Amount (the "Class A Repurchase Amount"), and with respect to the Class B Notes, on any Distribution Date on or after which the Class A Notes have been paid in full and the Class B Principal Balance has been reduced to an amount less than or equal to 10` of the Class B Initial Invested Amount (the "Class B Repurchase Amount") (such Distribution Date, a "Repurchase Date"). The repurchase price for the Class A Notes shall equal the Class A Principal Balance (determined after giving effect to all any payments of principal and interest on such dayDistribution Date), plus accrued and unpaid interest on such outstanding Class A Principal Balance. The repurchase price for the Class B Notes shall equal the Class B Principal Balance (determined after giving effect to any payments of principal and interest on such Distribution Date), plus accrued and unpaid interest on such outstanding Class B Principal Balance. (b) A prepayment premium (the "Series 1996-1 Note Prepayment Premium") will be payable to the Series 1996-1 Noteholders upon (i) any repurchase of all Outstanding the Series 1996-1 Notes by NFLP other than as described in Section 7.1(a) and (ii) a prepayment in connection with a Waiver Request made other than by reason of a Manufacturer Event of Default or the unavailability of sufficient Vehicles subject to an Eligible Manufacturer Program. The Series 1996-1 Note Prepayment Premium with respect to the Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B-1 Notes, Class B-2 Notes and Class B-3 Notes will be the excess, if any, of (A) the amount of interest that would have accrued on such repurchased Series 1996-1 Notes at the Class A-2 Rate, Class A-3 Rate, Class A-4 Rate, Class B-1 Rate, Class B-2 Rate or Class B-3 Rate (as applicable) during the period from and including the Distribution Date on which the repurchase price for such Series 1996-1 Notes is reduced required to less than 10% of the sum of the highest Outstanding Dollar Principal Amount of each be distributed to such Series at any time; provided, however, that in no event shall such optional redemption occur if 25% or more of the Initial Dollar Principal Amount of any Series of Notes is Outstanding. If the Transferor elects to redeem the Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche 1996-1 Noteholders to but excluding the date Expected Final Distribution Date for the Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B-1 Notes, Class B-2 Notes, and Class B-3 Notes (taking account of redemptionthe scheduled reductions in the aggregate principal balance of such Class A Notes and Class B Notes during the related Series 1996-1 Controlled Amortization Period), over (B) the amount of interest that would have accrued on an amount equal to the Principal Balance (taking account of the scheduled reductions in such aggregate principal balance during the related Series 1996-1 Controlled Amortization Period) of the repurchased Series 1996-1 Notes over the same period at an annual interest rate equal to the yield to maturity on the Determination Date preceding such Distribution Date on (1) in the case of the Class A-2 Notes, the payment 6-1/2% United States Treasury Notes maturing April 1999, (2) in the case of which the Class A-3 Notes, the 5-5/8% United States Treasury Notes maturing February 2001, (3) in the case of the Class A-4 Notes, the 6-1/4% Treasury Notes due February 2003 and (4) in the case of the Class B-1 Notes, the 6-7/8% United States Treasury Notes maturing August 1999, (5) in the case of the Class B-2 Notes, the 7-7/8% United States Treasury Notes maturing August 2001 and (6) in the case of the Class B-3 Notes, the 5-3/4% United States Treasury Notes maturing August 2003. Such excess, if any, will be subject discounted to the allocations, deposits and payments sections present value as of such Distribution Date at the related Indenture Supplement. If the Transferor is unable to pay the redemption price yield described in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplementsubclause (B) above.

Optional Repurchase. Unless otherwise provided in At any time after the applicable Indenture Supplement for a Series, Class or Tranche date on which the Aggregate Outstanding Loan Balance shall be less than 15% of Notesthe lesser of the Expected Aggregate Outstanding Loan Balance and the Aggregate Outstanding Loan Balance as of the Effective Date, the Transferor (but only if Issuer may repurchase the Transferor is the Servicer or an Affiliate of the Servicer) has the rightNotes in whole, but not in part, at the obligation, to redeem all Outstanding Series direction of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to all payments on such day) Holder of all Outstanding Series of Notes is reduced to less than 10at least 66-2/3% of the sum Outstanding Principal Balance of the highest Outstanding Dollar Principal Amount of each Class F Note, on any Distribution Date specified in the written notice referred to below in this Section 10.01 from such Series at any time; provided, however, that in no event shall such optional redemption occur if 25% or more Holder of the Initial Dollar Principal Amount Class F Note to the Issuer and the Indenture Trustee of any Series of Notes is Outstanding. If the Transferor elects its election to redeem the Notes, it will cause the Issuer to notify repurchase the Holders Offered Notes in whole, but not in part. The Holder of at least 66-2/3% of the Outstanding Principal Balance of the Class F Note may exercise its option to cause the Issuer to repurchase Notes pursuant to this Section 10.01 by directing the Issuer to deposit in full in the Note Distribution Account an amount equal to the Repurchase Price. If the Notes are to be repurchased pursuant to this Section 10.01, the Issuer shall furnish the Indenture Trustee, the Owner Trustee, the Class A-2 Agent and the Rating Agencies notice of such redemption at least 30 days repurchase no later than 10 Business Days prior to the redemption date. Unless otherwise specified proposed Repurchase Date and the Issuer shall deposit by no later than 12:00 noon (Boston Time) on the Repurchase Date with the Indenture Trustee in the Indenture Supplement or Terms Document applicable to Note Distribution Account the Repurchase Price of the Notes to be so redeemedrepurchased on the Repurchase Date, and all such Notes shall be due and payable on the Repurchase Date and all Class A-2 Commitments shall terminate upon the Repurchase Date upon the furnishing of a notice complying with Section 10.05 to each Holder of Notes. The Issuer may withdraw any notice of repurchase given hereunder or specify a new Repurchase Date at any time prior to the proposed Repurchase Date set forth in any prior notice of repurchase by providing written notice to the indenture Trustee, the redemption price of each Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemptionOwner Trustee, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement. If the Transferor is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount of each Series, Class or Tranche, plus all accrued, unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII A-2 Agent and the allocations, deposits and payments sections of Rating Agencies by no later than the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplementsecond Business Day preceding such Repurchase Date.

Optional Repurchase. Unless otherwise provided in the applicable Indenture Supplement for a Series, Class or Tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) Administrator has the right, but not the obligation, to redeem all Outstanding Series a Series, Class or Tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments payments, if any, on such that day) of all Outstanding Series of Notes such Series, Class or Tranche is reduced to less than 10% of the sum [5%] of the highest Outstanding Dollar Principal Amount of each (or such Series at any timeother percentage as shall be specified from time to time by the Administrator, consistent with sale treatment under GAAP and regulatory accounting principles); provided, however, that in no event shall if such optional redemption occur Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Administrator will not redeem such Notes if 25% or more the provisions of the Initial Dollar Principal Amount related Indenture Supplement would prevent the payment of any such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts for the Senior Classes of Notes for that Series has been reached such that the amount of such deficiency in the required subordination of a Senior Class of Notes is Outstandingno longer required to provide subordination protection for the Senior Classes of that Series. If the Transferor Administrator elects to redeem the a Series, Class or Tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the redemption price of each a Series, Class or Tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranche, plus accrued, unpaid and additional interest or principal accreted and unpaid on such Tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits and payments sections of the related Asset Pool Supplement and Indenture Supplement. If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each such Series, Class or Tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each such Series, Class or Tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VIV, Article VII VI and the allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a redeemed Series, Class or Tranche will be applied to make the principal and interest payments on that Series, Class or Tranche on the redemption date in accordance with the related Indenture Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance with the related Indenture Supplement.

Optional Repurchase. Unless otherwise provided in the ------------------- applicable Indenture Supplement or terms document for a Seriesseries, Class class or Tranche tranche of Notes, the Transferor (but only if the Transferor is the Servicer or an Affiliate of the Servicer) Issuer has the right, but not the obligation, to redeem all Outstanding Series a series, class or tranche of Notes in whole but not in part on any day on or after the day on which the aggregate Outstanding Dollar Principal Nominal Liquidation Amount (after giving effect to all payments on of such day) of all Outstanding Series of Notes series, class or tranche is reduced to less than 105% of the sum of the highest Outstanding its Initial Dollar Principal Amount of each such Series at any timeAmount; provided, however, that in no event shall if such optional redemption occur if 25% series, class or more of the Initial Dollar Principal Amount of any Series tranche of Notes is Outstandingof a -------- ------- subordinated class, the Issuer will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the payment of such subordinated Note until a level of prefunding of the principal funding sub-accounts for the senior classes of Notes for that series has been reached such that the amount of such deficiency in the required subordination of a senior class of Notes is no longer required to provide subordination protection for the senior classes of that series. If the Transferor Issuer elects to redeem the a series, class or tranche of Notes, it will cause the Issuer to notify the Holders of such redemption at least 30 thirty (30) days prior to the redemption date. Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to be so redeemed, the The redemption price of each Seriesa series, Class class or Tranche tranche so redeemed will equal 100% of the Outstanding Dollar Principal Amount principal amount of such Series, Class or Tranchetranche, plus accrued, interest accrued and unpaid and additional interest or principal accreted and unpaid on such Tranche tranche to but excluding the date of redemption, the payment of which will be subject to the allocations, deposits Article V and payments sections of the related Indenture Supplement. --------- If the Transferor Issuer is unable to pay the redemption price in full on the redemption date, monthly payments on each Series, Class or Tranche such tranche of Notes will thereafter be made until either the Outstanding Dollar Principal Amount principal amount of each Series, Class or Tranchesuch tranche, plus all accrued, accrued and unpaid and additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to Article VI, Article VII V and the allocations, deposits and --------- payments sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts Account for a redeemed Series, Class or Tranche tranche will be applied to make the principal and interest payments on that Series, Class or Tranche tranche on the redemption date in accordance with the related Indenture SupplementSupplement and terms document. Principal payments on redeemed Series, Class or Tranches tranches will be made in accordance with the related Indenture Supplement.